SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                 #5  FORM 10-QSB/A
                                  AMENDMENT NO. 2


   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                                      1934
                For the quarterly period ended February 29, 2000

                        Commission file number   0-28239

                              SUNFLOWER (USA), LTD.
                      -------------------------------------
        (Exact name of small business issuer as specified in its charter)

               Nevada                                    82-0349651
----------------------------------------------------------------------------
   (State of incorporation)                    (I.R.S. Employer I.D. Number)

   764 Industry Drive, Building 16, Tukwila, Washington                 98188
   --------------------------------------------------------------------------
  (Address of principal executive offices)                          (Zip Code)

                           (206)-394-9701 or 394-9702
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

                                  Not applicable
--------------------------------------------------------------------------------
    (Former name, former address and former fiscal year, if changed since last
                                     report)


     APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

Not  applicable

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:  4,555,166 shares, May 28, 2000
                                                 -------------------------------

Transitional  Small  Business  Disclosure  Format:  Yes   X  ,  No
                                                        -----     -----


<PAGE>
                          PART I- FINANCIAL INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS
The  following  reports  of consolidated financial statements of the Company are
filed  with  this  report.

CONTENT                                                                     PAGE
-------                                                                     ----

INDEPENDENT  AUDITOR  REPORT  (FROM  JUNE  1,  1998  TO MAY 31, 1999). . . . . 2


UNAUDITED INTERIM FINANCIAL STATEMENTS (FOR NINE MONTHS) ENDED ON FEBRUARY
29,2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21


CONSENT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS. . . . . . . . . . . 38


<PAGE>
                              SUNFLOWER (USA), LTD.



                          INDEPENDENT AUDITOR'S REPORT

                    Period from June 1, 1998 to May 31, 1999


CONTENT                                                                     PAGE
-------                                                                     ----


Independent  Audit  Report  on  consolidated  financial  statements. . . . . . 3


Consolidated  Balance  Sheets. . . . . . . . . . . . . . . . . . . . . . . . . 5


Consolidated  Statements  of  Operations. . . . . . . . . . . . . . . . . . . .6


Consolidated  Statements  of  Changes  in  Stockholders'  Equity. . . . . . . .7


Consolidated  Statements  of  Cash  Flows. . . . . . . . . . . . . . . . . . . 8


Notes  to  the  consolidated  financial  statements. . . . . . . . . . . .9 - 20


<PAGE>
                                 DICKSON V. LEE
                      CERTIFIED PUBLIC ACCOUNTANTS, L.L.C.
--------------------------------------------------------------------------------
Main  Address      :  110 East 59th Street, 6th Floor, New York, New York 10022
-------------         Telephone: (212) 909-0397       Fax: (212) 909-0322

China Address      :  Suite  2503,  United  Plaza,  Shenzhen,  China
-------------         Telephone : (755) 271-0062      Fax: (755) 271-0389

--------------------------------------------------------------------------------

                            INDEPENDENT AUDIT REPORT


To  The  Board  of  Directors  of
    SunFlower  (USA),  Ltd.
    764  Industry  Drive,
    Tukwila,  WA  98188


We have audited the accompanying consolidated balance sheets of SunFlower (USA),
Ltd. as of  May 31, 1999,  1998 and 1997 and the related consolidated statements
of operations, changes in stockholders' equity and cash flows for the years then
ended.  These  consolidated  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
consolidated  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance with U.S. generally accepted auditing
standards.  These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our  opinion,  the  consolidated  financial statements referred to above are
presented  fairly, in all material respects, the financial position of SunFlower
(USA),  Ltd. as of May 31, 1999, 1998 and 1997 and the results of its operations
and  its  cash  flows for the years then ended in conformity with U.S. Generally
Accepted  Accounting  Principles  (GAAP).



Dickson  V.  Lee,  Certified  Public  Accountants,  LLC
New  York,  New  York
August  2,  1999


                                        3
<PAGE>

<TABLE>
<CAPTION>
                                #1 SUNFLOWER (USA), LTD.
                              Consolidated Balance Sheets
                                     As of  May 31

ASSETS                                             1999          1998          1997
---------------------------------------------  ------------  ------------  ------------
<S>                                            <C>           <C>           <C>
Current Assets
  Cash and cash equivalents                    $   902,755   $   795,340   $ 1,603,695
  Accounts receivable (Note 2c)                  3,635,170       783,610       236,038
  Inventories less allowance (Note 2g)           4,730,353     6,849,204     2,329,987
  Deposits and other advances (Note 2d)          4,706,128     9,080,256     9,690,123
                                               ------------  ------------  ------------
  Due from affiliated companies(Note 2d & 10)    2,640,802     4,610,191     5,245,863
---------------------------------------------  ------------  ------------  ------------
Total current assets                            16,615,208    22,118,601    19,105,706
Fixed Assets (Note 2e)
  Land & Building                               11,644,072     2,158,563     2,034,188
  Machine & Others                              19,007,197     3,653,536     3,200,129
Less: Acc depreciation (Note 2e)
  Land & Building                                 (611,121)     (241,801)     (171,425)
  Machine & Others                              (1,544,760)   (1,564,085)   (1,132,508)
                                               ------------  ------------  ------------
Fixed assets (net)                              28,495,388     4,006,213     3,930,384
Other Assets
Construction in progress (Note 2f)                 619,370     5,028,174     4,996,019

Total Assets                                   $45,729,966   $31,152,988   $28,032,109
                                               ============  ============  ============

LIABILITIES                                           1999          1998          1997
---------------------------------------------  ------------  ------------  ------------
Current liabilities
  Accounts payable                             $ 1,232,262   $ 1,669,014   $ 1,821,828
  Bank Loans (Note 4)                            4,952,705     7,032,273    11,508,096
  Other payables (Note 2h)                       1,346,947     3,568,608     4,086,455
  Due to affiliated companies (Note 2h & 10)     8,172,693             0             0
---------------------------------------------  ------------  ------------  ------------
Total current liabilities                       15,704,607    12,269,895    17,416,379

Long Term Liabilities (Note 4)                  12,561,744     2,959,259        61,022
                                               ------------  ------------  ------------
Total Liabilities                               28,266,351    15,229,154    17,477,401

Common Stock  at par of $0.001(Note 5)               4,167        12,500        12,500
  Paid in Capital (Note 6)                      15,040,964    15,040,964     8,530,120
  Retained earnings                              2,366,983       815,932     1,998,111
---------------------------------------------
Cumulative Translation adjustments (Note 2i)        51,501        54,438        13,977
---------------------------------------------  ------------  ------------  ------------
Total stockholders' equity                      17,463,615    15,923,834    10,554,708

Total Liabilities
and Owners' Equity                             $45,729,966   $31,152,988   $28,032,109
                                               ============  ============  ============
</TABLE>

      The notes attached form an integral part of the consolidated financial
                                   statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                               SUNFLOWER (USA), LTD.


                       CONSOLIDATED STATEMENTS OF OPERATIONS

                             For the years ended May 31


                                                 1999         1998         1997
                                             ------------  -----------  -----------
<S>                                          <C>           <C>          <C>
Sales (Note 2j)                              $18,238,345   $15,889,587  $11,662,980
Cost of sales                                 14,393,203    13,188,836   10,024,493
                                             ------------  -----------  -----------
Gross profit                                   3,845,142     2,700,751    1,638,487
Selling expenses                                 146,590       180,155       76,154
General & administrative expenses                745,598       402,456      397,313
                                             ------------  -----------  -----------
Operating profit                               2,952,954     2,118,140    1,165,020
Financial expenses (Note 2k)                     121,854       300,319      118,747
Other income (Note 2l)                           913,508             0            0
                                             ------------  -----------  -----------
Income before tax                              3,744,608     1,817,821    1,046,273
Provision for income tax (Note 2m)               627,292             0            0
                                             ------------  -----------  -----------
Net Income                                     3,117,316     1,817,821    1,046,273
Other Comprehensive Income/(Loss)
(Note 2n)                                         (2,937)       40,461       13,977
                                             ------------  -----------  -----------
Comprehensive Income                         $ 3,114,379   $ 1,858,282  $ 1,060,250
                                             ============  ===========  ===========

Weighted average common
  Shares outstanding -
  basic and diluted                            4,166,667    12,500,000   12,500,000
                                             ------------  -----------  -----------

Earnings per share -
  basic and diluted                          $      0.75   $      0.15  $      0.08
                                             ------------  -----------  -----------
</TABLE>

The  notes  attached  form  an  integral  part  of  the  consolidated  financial
statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                       SUNFLOWER  (USA),  LTD.
                                       -----------------------

                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                          For the years ended May 31, 1997, 1998 and 1999

                    COMMON      COMMON      PAID IN      RETAINED     CUMULATIVE     STOCKHOLDERS'
                     STOCK       STOCK      CAPITAL      EARNINGS     TRANSLATION       EQUITY
                   (SHARES)     (DOLLAR                               ADJUSTMENT
                                AMOUNT)
                  -----------  ---------  -----------  ------------  -------------  ---------------
<S>               <C>          <C>        <C>          <C>           <C>            <C>

Balance as of     12,500,000   $ 12,500   $   412,807  $   951,838   $          0   $    1,377,145
May 31, 1996

Capital Increase           0          0     8,117,313            0              0        8,117,313

Net Income for             0          0             0    1,046,273              0        1,046,273
the year
Translation
Adjustment                0          0             0            0         13,977           13,977
                  -----------  ---------  -----------  ------------  -------------  ---------------

Balance as of
May 31, 1997      12,500,000     12,500     8,530,120    1,998,111         13,977       10,554,708

Capital Increase           0          0     3,510,844            0              0        3,510,844

Net Income for             0          0             0    1,817,821              0        1,817,821
the year

Recapitalization           0          0     3,000,000   (3,000,000)             0                0

Translation
Adjustment                 0          0             0            0         40,461           40,461
                  -----------  ---------  -----------  ------------  -------------  ---------------

Balance as of
May 31, 1998      12,500,000     12,500    15,040,964      815,932         54,438       15,923,834

Distribution               0          0             0   (1,566,265)             0       (1,566,265)

Reverse Split     (8,333,333)    (8,333)            0            0              0           (8,333)

Net Income for
the year                   0          0             0    3,117,316              0        3,117,316
Translation
Adjustment                 0          0             0            0         (2,937)          (2,937)
                  -----------  ---------  -----------  ------------  -------------  ---------------

Balance as of
May 31, 1999       4,166,667   $  4,167   $15,040,964  $ 2,366,983   $     51,501   $   17,463,615
                  ===========  =========  ===========  ============  =============  ===============
</TABLE>

The  notes  attached  form  an  integral  part  of  the  consolidated  financial
statements.


                                        6
<PAGE>
<TABLE>
<CAPTION>
                                                 SUNFLOWER  (USA),  LTD.

                                          CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                FOR THE YEARS ENDED MAY 31


CASH FLOWS FROM OPERATING ACTIVITIES                                                1999           1998          1997
                                                                                -------------  ------------  ------------
<S>                                                                             <C>            <C>           <C>
Net Income                                                                      $  3,114,379   $ 1,858,282   $ 1,060,250
Adjustments to reconcile net income to cash provided by operating activities:
(Increase)/decrease in accounts receivable                                        (2,851,560)     (547,573)      (89,519)
Decrease/(increase) in deposits, prepayments and other receivables                 4,374,129       609,867    (1,802,993)
Decrease/(increase) in inventories (net)                                           2,118,851    (4,519,217)     (710,025)
(Decrease)/increase in accounts payable                                             (436,752)     (152,814)    1,012,206

Decrease in other payable and charges                                             (2,221,662)     (517,847)   (2,675,873)
Depreciation expenses                                                              1,111,457       501,953       441,500
                                                                                -------------  ------------  ------------
Net cash provided by operating activities                                          5,208,842    (2,767,349)   (2,764,454)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and machinery                                        (21,490,568)     (577,783)     (554,732)
Sale of property, plant and machinery                                                298,740             0             0
Increase in construction in progress                                                       0       (32,155)      (75,157)
                                                                                -------------  ------------  ------------
Net cash flows from investing activities                                         (21,191,828)     (609,938)     (629,889)

CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease/(Increase) in amount due from affiliated companies                        1,969,389       635,672    (5,245,863)
Increase in amount due to affiliated companies                                     8,172,693             0             0
Reverse split                                                                         (8,333)            0             0
Increase in long term debt                                                         9,602,484     2,898,238             0
Reduction in short term bank loan                                                 (2,079,567)   (4,475,822)     (614,460)
Paid Up Capital                                                                            0     6,510,844     8,117,313
Profit Distribution                                                               (1,566,265)   (3,000,000)            0
                                                                                -------------  ------------  ------------
Net cash flows from financing activities                                          16,090,401     2,568,932     2,256,990

Net increase/(decrease) in cash and cash equivalent                                  107,415      (808,355)   (1,137,353)
Cash and cash equivalents at beginning of the period (June 1)                        795,340     1,603,695     2,741,048
                                                                                -------------  ------------  ------------
Cash and cash equivalents at end of the period (May 31)                         $    902,755   $   795,340   $ 1,603,695
                                                                                =============  ============  ============
</TABLE>

The  notes  attached  form  an  integral  part  of  the  consolidated  financial
statements.



                                        7
<PAGE>
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1)   GENERAL
     -------

SunFlower  (USA), Ltd. ("the Company") is incorporated in the State of Nevada on
October  5,  1998.  The  Company, with place of business located at 764 Industry
Drive,  Building  16,  Tukwila, Washington 98188, was established to develop and
market  its  copper  and  alloy  products  in the United States. It owns 100% of
subsidiary  -  SunFlower  Industry  (BVI) Co. Ltd. ("SunFlower (BVI)"), which is
incorporated  in British Virgin Islands on September 1, 1998. SunFlower (BVI) is
a  shell company, has no activities except that it owns 100% of its subsidiary -
SunFlower  Industry Co. Ltd. ("SunFlower"), located in Sheng Yang City, People's
Republic of China (PRC). The PRC subsidiary is incorporated in PRC in 1992, as a
sino-  Hong  Kong  joint  venture.

Currently,  the  Company's  main  business  activities  are  operated by the PRC
subsidiary,  SunFlower  Industry  Co.  Ltd.  The  subsidiary  engages  in  the
manufacturing  and  marketing  of different types of alloys and copper products,
such  as copper pipes, sheets, wires, plates, belts, white copper, yellow copper
and  nickel alloy, etc in PRC. The Company receives its sales orders mainly from
the utility and power generating industries in PRC. Its products are used in the
high-voltage  power  transmission, turbines, electrical cables, heat exchangers,
refrigerators  and  air  conditioners. Some products are sold to the Germany and
Japan  in  the  current  year. Based on an initial market steady, the Management
believes  that its copper pipes products can be used in the U.S. household/ home
improvement  markets.

Management  is  confident  that the financial statements include all adjustments
necessary  in  order  to  make  them  not  misleading.

2)   PRINCIPAL  ACCOUNTING  POLICIES  AND  PRACTICE
     ----------------------------------------------

          a) FISCAL YEAR ENDING MAY 31

          The Company's  fiscal year ends on May 31 of the following  year. This
          fiscal year policy has been adopted consistently in the past years.

          b) BASIS OF CONSOLIDATION

          The  consolidated  financial  statements  include the  accounts of the
          Company  and its  subsidiaries  (See Note 1,  General).  All  material
          intra-company balances and transactions,  if any, have been eliminated
          on consolidation.


                                        8
<PAGE>
          c) ACCOUNTS RECEIVABLE

          Accounts receivable is the sales amount to be received. The balance of
          this account is recorded net of provisions for bad debt amounts.

          d) DEPOSITS AND OTHER ADVANCES AND DUE FROM AFFILIATED COMPANIES

          The balance of Deposits and Other Advance  includes  deposits made for
          the  purchase  of  raw  materials   and  fixed   assets,   short  term
          advances/loans  by the Company,  prepayments and notes  receivable and
          advances to company's employees for business travels and conferences

          The detailed  composition of Deposits and Other  Advances  account and
          Due From Affiliated Companies, on the balance sheets for the three (3)
          years are disclosed as follows:

<TABLE>
<CAPTION>
                       MAY 31, 1999   MAY 31, 1998   MAY 31, 1997
                       -------------  -------------  -------------
<S>                    <C>            <C>            <C>
Deposits, advances &
loans to non-related
parties                    4,552,108      7,067,300      8,903,593
Prepayments                   93,487      1,310,683        858,665
Notes receivables             60,533        702,273        127,865
                       -------------  -------------  -------------
Total Deposit & Other
Advances               $   4,706,128  $   9,080,256  $   9,890,123
                       =============  =============  =============

Deposits, advances &
loans to affiliated
companies              $   2,640,802  $   4,610,191  $   5,245,863
                       =============  =============  =============
</TABLE>

          The advances & loans from the Company to affiliates were short-term in
          nature and were  charged  with no  interest.  The loans did not have a
          specific  repayment  date. The loans were unsecured and due on demand.
          The  affiliated  companies are controlled by Mr. Edward Liu. (See Note
          10, Related Party Transactions).

          e) PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION EXPENSES

          Company constructs major factory buildings and purchases  equipment to
          expand its manufacturing facilities in the current year. Consequently,
          the balance of its fixed  assets  increased  materially  as of May 31,
          1999 (See Note 4, Bank Loans).

          Fixed assets are recorded at historical costs.  Depreciation  expenses
          are  calculated  to write off asset  costs after  deducting  the scrap
          values on a straight line basis over the expected  useful  lives.  The
          Company's  policy  requires  proper  maintenance  to ensure the useful
          lives of the fixed assets.

          In 1999,  the Company  elected to update the useful lives of Machinery
          and Equipment from 8 years to 18 years, to better reflect the lives of
          assets.  The resulting  depreciation  effect of this accounting policy
          does not materially change the Company's operational results.


                                        9
<PAGE>
          Detailed depreciation expenses of the Company for the past three years
          are as follows:

                               May 31, 1999        May 31, 1998     May 31, 1997
                               -------------       ------------     ------------
-  Building                      $347,446            $70,413           $64,676
-  Machinery  and  Equipment     $764,011            $431,540         $376,824

          f) CONSTRUCTION IN PROGRESS

          The  amount of  expansion  while in  progress  is  recorded  under the
          Construction In Progress account.  When the construction is completed,
          the  balance  of  the   Construction  In  Progress   account  is  then
          transferred to the Property, Plant & Equipment account.

          g) INVENTORIES

          Inventories are stated at a predetermined  manufacturing cost for each
          product during the year. The inventory cost includes direct materials,
          direct labor and manufacturing  overheads.  Costs are then adjusted at
          the  year  end  to  reflect  the  actual  value  of  the  inventories.
          Inventories are recorded on the "first-in  first-out" basis,  which is
          in compliance with the Generally Accepted  Accounting  Principle.  The
          components of inventories are as follows:


                               May 31, 1999        May 31, 1998     May 31, 1997
                               -------------       ------------     ------------
-  Raw  Materials               $  108,729         $3,535,748       $1,356,057
-  Work  In  Progress           $3,640,358         $2,257,946       $  447,190
-  Finished  Goods              $  981,266         $1,055,510       $  526,740
                               -------------       ------------     ------------
                                $4,730,353         $6,849,204       $2,329,987


          h) OTHER PAYABLES AND DUE TO AFFILIATED COMPANIES

          The balance of other payable includes accrued expenses, notes payables
          and tax payables.  The details  composition  of other  payables on the
          balance sheets for the three (3) years are disclosed as follows:

<TABLE>
<CAPTION>
                      May 31, 1999   May 31, 1998   May 31, 1997
                      -------------  -------------  -------------
<S>                   <C>            <C>            <C>
Notes payable               523,987      2,671,100      3,611,291
Accruals                    170,975        133,859        103,378
Salary payable               24,693         38,488         45,440
Tax payable                 627,292              -              -
Other payable                     -        725,161        326,346
                      -------------  -------------  -------------
Total other payables  $   1,346,947  $   3,568,608  $   4,086,455
                      -------------  -------------  -------------
</TABLE>

          Payables  from  affiliated  companies  in the amount of  US$8,172,693,
          which  were  unsecured,  interest-free  and  without  fixed  terms  of
          repayment. Please refer to Note10.

          i) FOREIGN CURRENCY TRANSLATION

          The   following  are  the   Company's   policy  on  Foreign   Currency
          Translation, in accordance with SFAS No.52.


                                       10
<PAGE>

          The  translation of financial  statements of a subsidiary  into United
          States  dollars is  performed  for balance  sheet  accounts  using the
          closing  exchange rate in effect at the balance  sheet dates,  and for
          revenue and expense  accounts  using an average  exchange  rate during
          each  reporting   period.   The  gains  or  (losses)   resulting  from
          translation  are included in the  stockholders'  equity  separately as
          cumulative translation  adjustments.  While the cumulative translation
          adjustments  for the fiscal  years ended May 31,  1999,  1998 and 1997
          were $51,501,  $54,438,  and $13,977,  respectively.  #2  Transactions
          denominated  in a currency  other  than the  functional  currency  are
          translated  into the functional  currency at the  applicable  exchange
          rates at the time of the transactions.#2 Aggregate losses (gains) from
          foreign  currency  transactions  included in the results of operations
          for the  fiscal  years  ended  May  31,  1999,  1998,  and  1997  were
          approximately US$507, US$211 and Nil, respectively.


          j) SALES/REVENUE RECOGNITION

          Product  sales/revenue  is recognized upon transfer of title of goods,
          this  is  in  accordance  with  the  Generally   Accepted   Accounting
          Principle.

          k) FINANCIAL EXPENSES

          The total  amount of interest  costs  incurred  and charged to expense
          during the periods,  which  excludes  the amount of interest  cost has
          been capitalized as fixed assets, (i.e. interest expenses necessary to
          bring the assets to the  condition  and  location for its intended use
          during  the  periods,  which  has  future  value are  capitalized  and
          depreciated over the useful life of such fixed assets) are as follows:

                               May 31, 1999        May 31, 1998     May 31, 1997
                               -------------       ------------     ------------
     Interest  Expense         $121,854             $300,319           $118,747
     Interest Capitalized      $928,996             $319,017           $546,358

          l) OTHER INCOME

          The Company's  business is to purchase raw materials  (such as ingots)
          and  manufacture  them into  finished  products  (such as pipes).  The
          Company sells  finished  products to its  customers.  The sales of raw
          materials are not the main  business of the Company.  The sales of raw
          materials  are not common for the  Company  and is  infrequent  in the
          occurrence.  In 1999, an income of $845,980 occurred from sales of raw
          materials  through a copper  commodity  market with cost of $1,033,987
          and sales price of  $1,882,243,  was classified as Other Income in the
          statement of operations.

          While in the past, no such sale was incurred.  The Company  management
          believes that the activity is infrequent.  It may occur, if practical,
          to maximize the Company's profitability. (See Note 2g, Inventories).

          m) INCOME TAX


                                       11
<PAGE>
          The Company  accounts for income tax under the provisions of Statement
          of Financial  Accounting Standards No. 109, which requires recognition
          of deferred tax assets and  liabilities  for the  expected  future tax
          consequences  of  events  that  have been  included  in the  financial
          statements or tax returns.  Deferred  income taxes are provided  using
          the liability  method.  Under the liability  method,  deferred  income
          taxes are recognized for all significant temporary differences between
          the tax and financial statement bases of assets and liabilities.

          The Company  and its  subsidiaries  are subject to income  taxes on an
          entity   basis  on  income   arising  in  or  derived   from  the  tax
          jurisdictions in which they operate.  The current provision for income
          tax is provided at the  applicable  tax rates in  accordance  with the
          relevant  income  tax laws and tax  credits  when  applicable,  may be
          applied.

          Currently,  the Company has no sales in the United States, receives no
          income  repatriated  from its overseas  subsidiary,  nor is engaged in
          sales of  properties  or  received  passive  income as  defined  under
          Section  952(a) and  Section  954(a).  Therefore,  the  Company is not
          subject to US tax liability  under Section 951 of Subpart F, Income of
          Controlled Foreign Corporation.  Therefore,  income generated from the
          overseas subsidiary is recognized for the accounting  purposes,  while
          not  recognized for the U.S. tax purposes.  However,  when a profit is
          incurred or profit  distribution is received in the US, the Company is
          subject to US taxes and a US tax provision is to be provided.

          Normally,  the Company's PRC  subsidiary is subject to income tax at a
          rate of 33% (30%  state  income  tax and 3%  local  income  tax).  The
          Company registered as a joint venture in PRC, is entitled to a special
          tax exemption for the first two years of profitable operations in 1997
          and 1998.  Therefore,  no PRC tax  liability  was recorded in 1997 and
          1998.  During  the  1999,  a  provision  of  approximate  33%  tax (or
          $1,254,584)  was made as income tax liability for the PRC  subsidiary.
          As the  subsidiary  entitles  a special  50%  reduced  tax rate on the
          income for the following  three years,  starting1999  to 2001under the
          Preferential Tax Policies. Consequently, the 33% provision made during
          the  finical  year  1999,  may result in an over  provision  of income
          taxThe  Company  reduced its overstated tax liability and adjusted the
          tax  provision to  US$627,292  for the fiscal year ended May 31, 1999.
          The above tax  adjustment is to reduce over tax provision  made during
          the year. It is not due to the changes in tax laws or rates.



          The Company  accounts for income taxes under the Financial  Accounting
          Standards Board of Financial Accounting Standards No. 109, "Accounting
          for  Income  Taxes".  Under the  Statement,  deferred  tax  assets and
          liabilities   are   recognized   for  the  future   tax   consequences
          attributable to differences  between the financial  statement carrying
          amounts of existing assets and  liabilities  and their  respective tax
          basis.  Deferred tax assets and liabilities are measured using enacted
          tax rates  expected  to apply to taxable  income in the years in which
          those  temporary  differences are expected to be recovered or settled.
          No tax benefits has been  recognized in the financial  statements.  No
          other significant reconciling items exist between the actual effective
          tax rates and the expected  effective tax rate. #3 As of May 31, 1999,
          the Company has no deferred  tax asset or liability in the U.S. as the
          Company  have  no  operation  in the  United  States,  nor in its  PRC
          subsidiary,  as there were no significant  differences between the tax
          and financial  statements  bases of assets and liabilities in the PRC.
          The reconciliation of the United States federal income tax rate to the
          effective income tax based on income before income taxes stated in the
          consolidated statements of operations as follows.



                                       12
<PAGE>
<TABLE>
<CAPTION>
                                             Years Ended May 31
                                             ------------------
                                             1997  1998  1999
                                             ----  ----  -----
<S>                                          <C>   <C>   <C>
United States federal income tax rate           0     0     0
Effect of tax rate in foreign jurisdictions     0     0  16.5%
                                             ----  ----  -----
Effective income tax rate                       0     0  16.5%
                                             ====  ====  =====
</TABLE>

Provision  for  income  taxes  comprised:

<TABLE>
<CAPTION>
                      Years Ended May 31
                    ---------------------
                    1997   1998     1999
                    -----  -----  --------
<S>                 <C>    <C>    <C>
PRC taxes           $   0  $   0  $627.292
U.S. federal taxes      0      0         0
                    -----  -----  --------
Total               $   0  $   0  $627.292
                    =====  =====  ========
</TABLE>

          As of May  31,  1999,  the  company  has no  deferred  tax  assets  or
          liabilities in the U.S. nor in its overseas subsidiary.  Therefore, no
          disclosure is needed.

          There  are no  changes  in tax  laws  or  rates  as of May  31,  1999.
          Therefore, no disclosure on changes in tax laws or rates is needed.


                                       13
<PAGE>
          n) COMPREHENSIVE INCOME - FOREIGN CURRENCY TRANSACTION

          In accordance with SFAS No.130 - Reporting  Comprehensive  Income,  an
          entity  issuing a full set of  financial  statements  must  prepare an
          income statement using a comprehensive income approach.  Comprehensive
          income is the  increase  or  decrease  in  equity of an entity  for an
          accounting period from all sources other than from owners. If gains or
          losses incurred from the translation of foreign currency exchange, the
          gains or losses is to be recorded under other comprehensive  income on
          the  statement of  operations.  (refer to Note 2 i - Foreign  Currency
          Translations ).


          o) USE OF ESTIMATES

          The  preparation  of  the  financial  statements  in  conformity  with
          generally accepted  accounting  principles requires management to make
          necessary estimates and assumptions.  The management believes that the
          estimates  used in preparing the financial  statements  are reasonable
          and accurate to properly  reflect the  operations  of the Company.  In
          addition,  the  estimates  used are not  subject  to near term risk of
          change, if any.

3)     SEGMENTED  GEOGRAPHIC  SALES
       ----------------------------

Presently, a 100% of sales is generated from its Chinese subsidiary and no sales
is  made  by  the  Company  in  the  United  States  (See  Note  2j).

During the fiscal year ended May 31, 1999, sales to 10 major customers accounted
for  over  approximate  60%  of  the  Company's  sales.  However,  none of these
individual  customer purchases over 10% of the Company's sales. The dollar value
of  sales  to  these customers is expected to maintain or increase steadily over
the  next  several  years  due  to  the  fact  that  the  Company  is  the  only
privately-owned  alloy  manufacturer  in  the  PRC,  which  can  produce certain
products to meet the specifications and quality of its customers. The management
indicated that it will continue to provide alloy products to meet the demands of
its  customers.


                                       14
<PAGE>
4)     BANK  LOANS
       -----------

As  a  result  of  a  major  expansion  of  the  Company's  factory building and
manufacturing  facilities, loans from banks were secured as a way to finance the
expansion.  The  outstanding  loan  balance  amounted to US$4,928,837, being the
portion  repayable  within one year, is reflected under the Current Liabilities.
The  remaining  loan  balance  of  US$12,501,205  is  shown  under the Long Term
Liabilities.  Details  of  the  terms  of  bank  loans:

<TABLE>
<CAPTION>
Principle    Denominate     Interest     Name of Banks  Maturity   Collateral  Nature
             Currency       Rate                        Date
-----------  ----------  --------------  -------------  ---------  ----------  ------
<C>          <S>         <C>             <C>            <C>        <C>         <C>
$   460,048    RMB               0.693%  Shenyang       June,      No          Short
                               monthly.  Corporation    1999                   Term
                                         Bank
-----------  ----------  --------------  -------------  ---------  ----------  ------
$ 3,874,092    RMB               0.765%  Shenyang       June,      No          Short
                                monthly  Credit Bank    1999                   Term
-----------  ----------  --------------  -------------  ---------  ----------  ------
$   117,433    RMB             0.63525%  Bank of        October,   No          Short
                               monthly   Communication  1999                   Term
-----------  ----------  --------------  -------------  ---------  ----------  ------
$   501,123    US$       Floating        Bank of        November,  No          Short
                         Rate            Communication  1999                   Term
-----------  ----------  --------------  -------------  ---------  ----------  ------
$12,561,744    RMB               1.035%  Shenyang       April,     Yes         Long
                               monthly   Credit Bank    2001                   Term
-----------  ----------  --------------  -------------  ---------  ----------  ------
</TABLE>

All  bank  loans  are  charged with a fixed interest rate, except the US$498,717
loan,  which  is  based on a "LIBOR plus" floating interest rate.  The long-term
debt  of  US$  12,561,744  is  secured  by  the affiliate's assets with an fixed
interest rate at 12.42% annually (or 1.035% monthly). Banks loans may subject to
credit risk. Management believes that the short-term loans are to be extended or
renewed  when  a  bank  application  is  made  on  the  maturity  of  date.

5)     STOCK  AND  SHAREHOLDERS
       ------------------------

The  Company  has 50,000,000 shares of authorized common stock with par value of
US$0.001  per  share.  No preferred stock is authorized and outstanding.  During
the  second  quarter  of  the  current  year,  the  outstanding common shares of
12,500,000  were  reduced  to  4,166,667  common  shares.

The  Company's  shares are listed and traded on the OTC "BB"  (or NASDAQ), under
the symbol "SFLW" on and about  October 5, 1998.  Signature Stock Transfer, Inc.
in  Dallas,  Texas,  serves  as  transfer  agent and registrar for the Company's
common  stock.
Principal shareholding of the Company before the US$1 million fund raising is as
follows:

Name                         Title           Shares    Percentage
                                             Owned        Owned
Edward LIU             Chairman/Secretary  2,200,000       52.800%
Paul MENG              Director/President    240,000        5.760%
Witty LIU              Director              240,000        5.760%
Joy King ZHANG         Director              120,000        2.880%
Virginia TONG          Director               80,000        1.920%
Christina ZHANG        Director               80,000        1.920%
Nathan GOLDENTHAL      Director                  333        0.008%

Total officers and directors as a group    2,960,333       71.050%


                                       15
<PAGE>
6)     PAID-IN-CAPITAL
       ---------------

The  total  paid  in capital of the Company as of May 31, 1999 is US$15,040,964,
which  is  the same in 1998.  In 1998, the Company increased its Paid In Capital
from $8,530,120 to $15,040,964 through additional shareholders contributions and
plough  in  of  $3,000,000  of  its  retained  earning.

7)     COMMITMENT  AND  CONTINGENCIES
       ------------------------------

No  other  material commitments and contingencies were noted as at May 31, 1999.

8)     YEAR  2000  ISSUES
       ------------------

The Company has implemented a Year 2000 (Y2K) program aimed at ensuring that its
Company  systems, applications and equipment will function properly beyond 1999.
As  a part of this program, the Company conducted an assessment of its equipment
and  machinery  during August, 1998.  The Company's machinery do not have timers
or  date  counters  and,  therefore, are not subject to Year 2000 problems.  The
Company  continuously  seeks  to  upgrade  and  improve its computer systems and
software  to  better  service customers and to support its growth.  As a result,
all  of  the Company's computer systems and software have been recently acquired
or  upgraded and the Company believes they are Year 2000 compliant, though there
can  be  no  assurance  in  this  regard.

Because  the  Company  replaced or upgraded its computer systems and software in
conjunction  with its normal business practices, it has not allocated additional
resources  or  attributed additional costs to Year 2000 compliance.  The Company
will  continue to assess and test newly purchased machinery and computer-related
hardware  and  software  to  ensure  such  items  comply  with  Year  2000.

9)     INFLATION
       ---------

The  Management  believed  that inflation will not have a material impact of the
Company's  operation,  in  the near future. The inflation has not had a material
impact  on  the  Company's  business  in  recent  years.


10)      RELATED  PARTY  TRANSACTIONS
         ----------------------------

There  are  related  party  borrowings  between  the  Company and its affiliated
Parties The  related  party  transactions  are  summarized  as  follows:


<TABLE>
<CAPTION>
                                   MAY 31, 1999   MAY 31, 1998   MAY 31, 1997
                                  --------------  -------------  -------------
<S>                               <C>             <C>            <C>
Receivables from an affiliate
-  Jo Fong Hotel                  $   2,640,802   $   4,610,191  $   5,245,863
                                  --------------  -------------  -------------

Payable to a Director                  (788,290)            -0-            -0-
Payables to Affiliates
- Shenfa Development Co.               (814,282)            -0-            -0-
- Shenfa Interior Decorating Co.     (5,491,438)            -0-            -0-
- Shenfa Transportation Co.          (1,078,683)            -0-            -0-
                                  --------------  -------------  -------------
Payables to Affiliates               (8,172,693)            -0-            -0-
                                  --------------  -------------  -------------
</TABLE>



                                       16
<PAGE>
Mr.  Edward  Liu,  Chairman,  is a Director and major shareholder of the related
companies.  The amounts loaned or borrowed with the related companies were short
term  in nature and charged with no interests. The borrowings were unsecured and
had  no  specified  repayment dates. They were due on demand. It is management's
opinion  that the related parties transactions are considered to be favorable to
the  company  as  those  loans,  which  could  have been obtained from unrelated
parties.

The  Company  has some facilities, which are shared by its affiliated companies.
The  financial  effects  of the shared facilities are not material. There are no
proposed  transactions  between the company and any of its officers or directors
or affiliates. All other related party transactions are disclosed when material,
in  accordance  with  FASB  No.57.

11)     OPERATING  RISKS
        ----------------

The  Company's  main  operations  are  conducted  in  the PRC.  Accordingly, the
business,  financial  conditions  and results on operations may be influenced by
the  political,  economic  and  legal  environment  in  the  PRC.  The Company's
operations  may  be  subjected to special considerations and risks not typically
associated  with  Companies  in  North  America.

12)     FOREIGN  CORRUPT  PRACTICES  ACT
        --------------------------------

The  Company is subject to the U.S. Foreign Corrupt Practices Act of 1977, which
generally  prohibits U.S. companies from engaging in bribery or other prohibited
payments  to  foreign  officials  for  the  purpose  of  obtaining  or retaining
business.  Foreign  companies, including some that may compete with the Company,
are  not  subject  to  these prohibitions. During the audit, no violation of the
Foreign  Corrupt  Practices  Act  by  the  Company  is  noted.

13)     RETIREMENT  PLAN
        ----------------

The  Company's  employees in the PRC are all hired on a contractual basis, which
Company  has  no  obligations  for  pension  liabilities  to  the  employees. In
addition,  Company  has  not  adopted post-retirement or post-employment benefit
plans.

14)     SHORTAGE  OF  LABOR
        -------------------

The  Company  does  not  experience  any labor shortage or labor disputes in the
past.  It  is  expected  that labor  resources are abundant to fulfill company's
manufacturing  and  operating  needs.

15)     SHORTAGE  OF  SUPPLIES/COPPER  PRICE  FLUCTUATION
        -------------------------------------------------

The  Company  purchases  raw  materials  and  supplies  from various sources and
suppliers  (e.g.  used  coppers,  copper  ingots,  other  non-ferrous metals) to
manufacture  its  products.  The Company does not experience any shortage of raw
materials  and  supplies.  It  is  expected  that  under  a  normal  business
environment,  there  is  no  shortage  of  raw material and supplies in the near
future.


                                       17
<PAGE>
The  Company  purchases  copper  raw materials and manufactures them to finished
products. The prices of copper raw materials may fluctuate from time to time. It
has been low for the past few years, but prices may rise, resulting in increased
material  prices  for  operations.

16)     RELIANCE  ON  KEY  PERSONNEL
        ----------------------------

Despite  that most of the key personnel and employees have been with the Company
for  over  four  (4)  years,  the  operation  of the Company is dependent on the
services  of its top ranking officers and employees.  The possible loss of their
services  or  the  inability to attract qualified personnel will have a material
adverse  effect  on  the Company.  The Company indicated that it will be able to
retain  or attract qualified personnel in the future to maintain its operations.

17)     ACCOUNTING  FOR  STOCK  OPTIONS
        -------------------------------

In  October  1995,  the  FASB issued Statement of Financial Accounting Standards
No.123  "Accounting  for  Stock  Based  Compensation"  (FASB  No.123),  which
established  the  "fair value" method of accounting for stock based compensation
arrangements.  The  Company  has not adopted any Stock Option Plan as of May 31,
1999.   The  Board  of  Directors  intends  to  adopt a stock option plan in the
future  to  reward  its management and employees of exceptional contributions to
the  Company.

18)     IMPACT  OF  RECENTLY  ISSUED  ACCOUNTING  STANDARDS
        ---------------------------------------------------

Statement  of  Financial Accounting Standards No.133 - Accounting for Derivative
Instruments  and  Hedging  Activities  (FASB  No.133) was recently issued.  FASB
No.133  established  accounting and reporting standards for derivative financial
instruments  and  for hedging activities.  The Company does not currently engage
in  any  activities  that  would  be  covered  by  FASB  No.133.


                                       18
<PAGE>
                              SunFlower (USA), Ltd.
                              ---------------------

                     Unaudited Interim Financial Statements
                     --------------------------------------

                    For Third Quarter Ended February 29, 2000




Contents                                                                   Pages
--------                                                                   -----


Accountants' Review Opinion. . . . . . . . . . . . . . . . . . . . . . . . . .22


Unaudited Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . . . .23


Unaudited Consolidated Statements of Operations. . . . . . . . . . . . . . . .24


Unaudited Consolidated Statements of Changes in Stockholders' Equity. . . . . 25


Unaudited Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . .26


Notes to the unaudited consolidated financial statements . . . . . . . . . 27-37


                                       19
<PAGE>
                                 DICKSON V. LEE
                      CERTIFIED PUBLIC ACCOUNTANTS, L.L.C.
______________________________________________________________________________
Main  Address     :110 Wall Street, Suite 15C, New York, NY 10005 PMB 100
-------------      Telephone:  (212)  701-8587          Fax:  (212)  701-8543
China  Address    :Suite  2503,  United  Plaza,  Shenzhen,  China
--------------     Telephone  :  (755)  271-0062        Fax:  (755)  271-0389
______________________________________________________________________________

                           Accountants' Review Opinion

SunFlower  (USA),  Ltd.
Stockholders  and  Board  of  Directors

We  have  made  a  review of the consolidated balance sheets of SunFlower (USA),
Ltd.  as  of  February  29,  2000,  1999 and 1998, which is the end of the third
quarter  of  the  2000, 1999 and 1998  fiscal years and the related consolidated
statements  of  income  and  expenses,  consolidated  statements  of  changes in
stockholders'  equity  and  consolidated  statement  of  cash  flows  for  the
three-month periods  then ended, in accordance with standards established by the
American  Institute  of Certified Public Accountants. These consolidated interim
financial  statements  are  the  responsibility  of  the  Company's  management.

A  review  of interim financial information consists principally of obtaining an
understanding  of  the  system  for  the  preparation  of  interim  financial
information,  applying  analytical  procedures  to  financial  data  and  making
inquiries  of  persons  responsible for financial and accounting matters.  It is
substantially  less  in  scope  than  an examination in accordance with the U.S.
generally  accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole.  Accordingly,
we  do  not  express  such  an  opinion.

On  the basis of our review, we are not aware of any material modifications that
should  be  made  to  the  accompanying  financial  statements for them to be in
conformity  with  the  U.S.  Generally  Accepted  Accounting  Principles.

Dickson  V.  Lee,  Certified  Public  Accountants,  LLC
New  York,  New  York
April  8,  2000


                                       20
<PAGE>

<TABLE>
<CAPTION>
                                  SunFlower (USA), Ltd.
                          Unaudited Consolidated Balance Sheets
                          -------------------------------------

                         For The Third Quarter Ended February 29

Assets
                                                      2000         1999         1998
                                                   -----------  -----------  -----------
<S>                                                <C>          <C>          <C>
Current assets
    Cash and cash equivalents                       3,726,620      941,922    1,490,838
    Accounts receivable (Net) (Note 2c)             2,519,691    1,378,827      227,667
    Inventories less allowance (Note 2g)            5,145,691    4,414,454    3,668,204
    Deposits, other advances (Note 2d)             11,755,913   19,462,034    7,151,785
    Due from affiliated companies (Note 2d)                 0    4,610,191    5,245,863
                                                   -----------  -----------  -----------
Total current assets                               23,147,915   30,807,428   17,784,357

Fixed assets (Note 2e)
    Land & buildings                               11,587,955    2,468,820    2,220,315
    Machine & others                               18,915,596    3,501,496    3,396,498
Less: Acc depreciation                             (2,864,820)  (2,805,126)  (1,803,076)
                                                   -----------  -----------  -----------

Fixed assets (net)
                                                   27,638,731    3,165,190    3,813,737

Other Assets
    Construction in progress                        2,735,539    5,039,266    4,947,992
                                                   -----------  -----------  -----------
Total assets
                                                   53,522,185   39,011,884   26,546,086
                                                   ===========  ===========  ===========



Liabilities & stockholders' equity

                                                      2000         1999         1998
                                                   -----------  -----------  -----------
Current liabilities
    Accounts payables                               2,008,257      908,699    1,635,393
    Short term loans (Note 4)                      12,994,661    5,433,657    5,388,115
    Other payables (Note 2h)                        4.715.695      923,853    5,826,602
                                                   -----------  -----------  -----------
Total current liabilities                          17,817,613    7,266,209   12,850,110

Long term liabilities                              12,501,205   13,208,847    1,760,949
                                                   -----------  -----------  -----------
Total liabilities                                  32,219,818   20,475,056   14,611,059

Stockholders' equity
    Common stock, par value $0.001
    Authorized shares- 50,000,000, Issued
       and outstanding shares- 4,555,166 (Note 5)       4,555       12,500       12,500
    Additional capital (Note 6)                    15,880,594   15,040,964    8,530,120
    Retained earnings
                                                    5,292,010    3,569,112    3,443,620
    Translation adjustments (Note 2i)                 125,208      (85,748)     (51,213)
                                                   -----------  -----------  -----------
Total stockholders' equity                         21,302,367   18,536,828   11,935,027

Total liabilities and stockholders' equity
                                                   53,522,185   39,011,884   26,546,086
                                                   ===========  ===========  ===========

The notes on pages 95 to 105 form an integral part of these consolidated interim
                              financial statements.
</TABLE>


                                       21
<PAGE>
<TABLE>
<CAPTION>
                                                       SunFlower (USA), Ltd

                                         Unaudited Consolidated Statements of Operations
                                         -----------------------------------------------

                                             For The Third Quarter Ended February 29


                                               2000                            1999                            1998
                                    -----------------------------  ------------------------------  ------------------------------
                                       Third      Three Quarters      Third       Three Quarters      Third       Three Quarters
                                      Quarter      Accumulated       Quarter       Accumulated       Quarter       Accumulated
                                    -----------  ----------------  ------------  ----------------  ------------  ----------------
<S>                                 <C>          <C>               <C>           <C>               <C>           <C>
Sales (Note 2j)                     $5,626,095   $    20,405,787   $ 4,890,169   $    14,598,700   $ 3,732,035   $    11,172,853
Cost of Sales                        3,812,506        14,936,573     3,423,133        10,708,725     3,106,307         8,981,994
                                    -----------  ----------------  ------------  ----------------  ------------  ----------------
Gross Profit                         1,813,589         5,469,214     1,467,036         3,889,975       625,728         2,190,859
Selling expenses                        26,353            82,168        29,072            93,675        62,956           133,945
General & administration expenses      220,822           890,178       102,894           510,953       107,346           309,136
                                    -----------  ----------------  ------------  ----------------  ------------  ----------------
Operating profit                     1,566,414         4,496,868     1,335,070         3,285,347       455,426         1,747,778
Financial expenses (Note 2k)           136,231           451,688       408,740           485,849        54,192           271,139
Other Income/(expense)                 (38,557)          (44,413)       (7,812)          (46,318)       14,570           (31,130)
                                    -----------  ----------------  ------------  ----------------  ------------  ----------------
Income before tax                    1,391,626         4,000,767       918,518         2,753,180       415,804         1,445,509
Tax (Note 2l)                          417,488         1,075,740             -                 -             -                 -
                                    -----------  ----------------  ------------  ----------------  ------------  ----------------
Net Income                             974,138         2,925,027       918,518         2,753,180       415,804         1,445,509
Other Comprehensive income
/(loss)  (Note 2n)                      60,539            73,707       (97,112)         (140,186)      (57,210)          (65,190)
                                    -----------  ----------------  ------------  ----------------  ------------  ----------------
Comprehensive income                $1,034,677   $     2,998,734   $   821,406   $     2,612,994   $   358,594   $     1,380,319
                                    ===========  ================  ============  ================  ============  ================

Weighted Average number of common
  shares - basic and diluted         4,555,166         4,555,166    12,500,000        12,500,000    12,500,000        12,500,000
Earnings Per Share
  - basic                           $     0.23   $          0.66   $      0.07   $          0.21   $      0.03   $          0.11
                                    -----------  ----------------  ------------  ----------------  ------------  ----------------

  - diluted                         $     0.23   $          0.66   $      0.07   $          0.21   $      0.03   $          0.11
                                    -----------  ----------------  ------------  ----------------  ------------  ----------------
</TABLE>


                                       22
<PAGE>
<TABLE>
<CAPTION>
                                     SUNFLOWER (USA), LTD.

             UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
             --------------------------------------------------------------------

                             FOR THE THIRD QUARTER ENDED FEBRUARY 29



                    COMMON      COMMON    PAID IN     RETAINED    CUMULATIVE    STOCKHOLDERS'
                     STOCK      STOCK     CAPITAL     EARNINGS    TRANSLATION       EQUITY
                   (SHARES)    (DOLLAR                            ADJUSTMENT
                               AMOUNT)
                  -----------  --------  ----------  -----------  ------------  --------------
<S>               <C>          <C>       <C>         <C>          <C>           <C>

Balance as of
May 31, 1997      12,500,000    12,500    8,530,120   1,998,111        13,977      10,554,708

Capital Increase           0         0    3,510,844           0             0       3,510,844

Net Income for
the year                   0         0            0   1,817,821             0       1,817,821

Recapitalization           0         0    3,000,000  (3,000,000)            0               0
Translation
Adjustment                 0         0            0           0        40,461          40,461
                  -----------  --------  ----------  -----------  ------------  --------------

Balance as of
May 31, 1998      12,500,000    12,500   15,040,964     815,932        54,438      15,923,834

Distribution               0         0            0  (1,566,265)            0      (1,566,265)

Reverse Split     (8,333,333)   (8,333)           0           0             0          (8,333)

Net Income for
the year                   0         0            0   3,117,316             0       3,117,316
Translation
Adjustment                 0         0            0           0        (2,937)         (2,937)
                  -----------  --------  ----------  -----------  ------------  --------------

Balance as of
May 31, 1999       4,166,667     4,167   15,040,964   2,366,983        51,501      17,463,615
Issue common
Shares               378,499       378      839,630                                   840,008
Issue common
Shares                10,000        10                                                     10
Net income for
the First Qtr              0         0            0   2,925,027                     2,925,027
Translation
Adjustment                                                             73,707          73,707
                  -----------  --------  ----------  -----------  ------------  --------------
Balance as of
Feb 29, 2000       4,555,166     4,555   15,880,594   5,292,010       125,208      21,302,367
                  -----------  --------  ----------  -----------  ------------  --------------

The notes on the following pages form an integral part of the financial statements.

The notes on pages 95 to 105 form an integral part of these consolidated interim
                              financial statements.
</TABLE>


                                       23
<PAGE>
<TABLE>
<CAPTION>
                                           #4 SunFlower (USA), Ltd.

                                 Unaudited Consolidated Statement of Cash Flows
                                 ----------------------------------------------

                          #8 For The (Third Quarter) Nine Month Period Ended February 29

                                                                           2000          1999           1998
                                                                       ------------  -------------  ------------
<S>                                                                    <C>           <C>            <C>
Cash Flows from Operating Activities:

Net Income                                                             $ 2,998,734   $  2,612,994     1,380,319
Adjustments to reconcile net income to cash provided by
operating activities:
  (Increase)/Decrease in accounts receivable                             1,115,479       (595,217)        8,371

  (Increase)/Decrease in deposits, prepayments and other receivables    (7,049,785)   (10,381,778)    2,538,338
  (Increase)/Decrease in inventories (net)                                (415,338)     2,434,750    (1,338,217)
  Increase/(Decrease) in accounts payable                                  775,995       (760,315)     (186,435)
  Increase/(decrease) in other payable and charges                       3,368,748     (2,644,755)    1,745,070
  Depreciation expenses                                                    856,657        923,137       448,240
                                                                       ------------  -------------  ------------
Net cash provided by operating activities                                1,650,490     (8,411,184)    4,595,686

Cash Flows from Investing Activities:
  Purchase of property, plant and machinery                                      -       (324,420)     (288,489)
  Proceeds from sales of plan and machinery                                      -        141.610             -
  Increase in construction in progress                                  (2,116,169)       (11,092)
                                                                       ------------  -------------  ------------
Net cash flows from investing activities                                (2,116,169)      (193,902)     (288,489)

Cash Flows from Financing Activities:
  Decrease in amounts due from affiliated companies                      2,640,802              -             -
  Decrease in amounts due to affiliated companies                       (8,172,693)             -             -
  Common shares issued                                                     840,018      9,548,554             0

  (Reduction)/Increase in long term debt                                  -(60,539)       801,730     1,699,927
  Increase in short term bank loan                                       8,041,956              -
  Reduction in short term bank loan                                              -     (1,598,616)   (6,119,981)
                                                                       ------------  -------------  ------------
Net cash flows from financing activities                                 3,289,544      8,751,668    (4,420,054)

Net (decrease)/increase in cash and cash equivalent                      2,823,865        146,582      (112,857)
Cash and cash equivalents at beginning of the period(June 1)               902,755        795,340     1,603,695
                                                                       ------------  -------------  ------------
Cash and cash equivalents at end of the period (February 29)           $ 3,726,620   $    941,922   $ 1,490,838
                                                                       ============  =============  ============

</TABLE>

The notes on pages 95 to 105 form an integral part of these consolidated interim
                              financial statements.


                                       24
<PAGE>
1)     GENERAL
       -------

SunFlower  (USA),  Ltd.  (the Company) is incorporated in the State of Nevada on
October  5,  1998,  with  the  place  of business located at 764 Industry Drive,
Building  16,  Tukwila,  Washington  98188.   It  owns  100% of its subsidiary -
SunFlower  Industry  (BVI)  Co. Ltd. (SunFlower (BVI)), which is incorporated in
British  Virgin  Islands.  SunFlower (BVI) is a shell company, has no activities
except  that  it  owns  100%  of  its  subsidiary  - SunFlower Industry Co. Ltd.
(SunFlower),  located  in  Sheng  Yang  City,  People's Republic of China (PRC),
Sunflower  Industry  Co.  Ltd.  is  incorporation in the PRC as a sino-Hong Kong
joint  venture  in  1992.

The  Company's  main  activities  are  operated by its PRC subsidiary SunFlower,
which  has  been  in  operation  since  1992.  The  Company  engages  in  the
manufacturing  and  marketing  of different types of alloys and copper products,
such  as copper pipes, sheets, wires, plates, belts, white copper, yellow copper
and  nickel  alloy,  etc.  The Company receives its sales orders mainly from the
utility  and  power  generating  industries in PRC. Its products are used in the
high-voltage  power  transmission, turbines, electrical cables, heat exchangers,
refrigerators  and  air  conditioners.

The  Company establishes an US executive office in the suburban area of Seattle,
located  at  764  Industry  Drive,  Tukwila, Washington 98188 to expand its U.S.
presence  in  July 1999.  So that the Company can 1) secure copper raw materials
from  the  U.S. for the use by its Chinese manufacturing facilities and 2) start
sales activities of its copper pipes, wires and brass products in America, which
can  be  used  in  the  U.S.  household/  house  improvement  markets.

The  Company retains Graves Group & Company of Seattle, Washington as its public
relations  consultant  to  assist  the Company to generate news coverage in both
industry  trade  press  releases  as well as the business media and to produce a
marketing  brochure  of  the  Company.


The  Company has filed the Form 10SB with the Securities and Exchange Commission
(SEC) according to the Section 12(g) of the Securities Exchange Act of 1934. The
SEC  is  currently  reviewing company's filing of Form 10-SB.The Company made an
announcement  that  it  intends  to  apply for the listing at the American Stock
Exchange  (AMEX)  after  the SEC filing is accepted.  The upgrading of its stock
listing  is an integral part of the Company's objective to expand into the North
American market. The AMEX filing is in process and is expected to complete, upon
the clearance from the SEC and AMEX reviews. #6 Management is confident that the
financial statements include all adjustments necessary in order to make them not
misleading.


The  Company  executed  an agreement with Mr. Daniel S. Mckinney, to appoint Mr.
Mckinney  as  its (non-executive) director to promote the Company's business and
growth  objective  in  North  America  in  September,  1999. The duration of the
agreement lasts for a period of three years.  Mr. Mckinny is entitled to certain
amount  of stock and stock options of the Company for his service to be rendered
to  the  Company.


2)     PRINCIPAL  ACCOUNTING  POLICIES  AND  PRACTICE
       ----------------------------------------------

          a) FISCAL YEAR ENDING MAY 31

          The Company's  fiscal year ends on May 31 of the following  year. This
          fiscal year policy has been adopted consistently in the past years.


                                       25
<PAGE>
          b) BASIS OF CONSOLIDATION

          The  consolidated  financial  statements  include the  accounts of the
          Company  and its  subsidiaries  (See Note 1,  General).  All  material
          inter-company balances and transactions,  if any, have been eliminated
          on consolidation.

          c) ACCOUNTS RECEIVABLE

          Accounts receivable is the sales amount to be received. The balance of
          this account is recorded net of provisions for bad debt amounts.

          d) DEPOSITS, ADVANCES AND OTHER RECEIVABLES

          The balance  includes  deposits  paid for purchase of raw  materials &
          fixed  assets,  advances  given to  company's  employees  for business
          travels and  conferences.  No related parties  borrowings exist in the
          account. No related party borrowings exist.

          e) PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION EXPENSES

          Fixed assets are recorded at historical costs.  Depreciation  expenses
          are  calculated  to write off asset  costs after  deducting  the scrap
          values on a straight line basis over the expected  useful  lives.  The
          Company's  policy  requires  proper  maintenance  to ensure the useful
          lives of the fixed assets. The Company has been in the expansion phase
          since  1997,  to  construct  its  new  factory  building  and  install
          manufacturing  equipment in order to increase  production quantity and
          quality.  The  expansion  of  production  is mainly  financed  by debt
          facilities (see Note 4, Bank Loans).

          f) CONSTRUCTION IN PROGRESS

          The  amount of  expansion  while in  progress  is  recorded  under the
          Construction In Progress account.  When the construction is completed,
          the  balance  of  the   Construction  In  Progress   account  is  then
          transferred to the Property, Plant & Equipment account.

          g) INVENTORIES

          Inventories are stated at a predetermined  manufacturing cost for each
          product during the year. The inventory cost includes direct materials,
          direct labor and manufacturing  overheads.  Costs are then adjusted at
          the  year  end  to  reflect  the  actual  value  of  the  inventories.
          Inventories are recorded on the "first-in  first-out" basis,  which is
          in compliance with the Generally Accepted Accounting Principle.

          h) OTHER PAYABLES

          The balance  includes various payables  including  deposits  received,
          accrued expenses and notes payables.

          i) FOREIGN CURRENCY TRANSLATION


                                       26
<PAGE>
          The Company prepares its financial  statements using US dollars as the
          reporting  currency.   However,  its  overseas  operation  in  PRC  is
          conducted   in  PRC   currency   (RMB)  (the   functional   currency).
          Transactions  in RMB are  translated  into United States  dollars (the
          reporting currency) for consolidation.

          The   following  are  the   Company's   policy  on  Foreign   Currency
          Translation, in accordance with SFAS No.52.

          -    Transactions  denominated in a currency other than the functional
               currency  are  translated   into  the   functional   currency  at
               applicable exchange rates at the time of the transactions.

          -    Gains  and  losses  resulting  from  transaction  conducted  in a
               currency  other than the  functional  currency  are  recorded  in
               current   operations.   Aggregate  losses  (gains)  from  foreign
               currency  transactions  included in the results of operations for
               the  periods  ended  November  30,  1999,  1998,  and  1997  were
               approximately US$142, US$29 and Nil, respectively.

          -    Period end  balances of assets and  liabilities  of  subsidiaries
               whose  functional  currency  is  other  than  the US  dollar  are
               translated  at period end  exchange  rates,  and for  revenue and
               expenses  accounts  using an average  exchange  rate  during each
               reporting period. The resulting  translation gains and losses are
               recorded as other comprehensive  income,  which is a component of
               stockholders' equity.

          j) SALES/REVENUE RECOGNITION

          Product  sales/revenue  is recognized upon transfer of title of goods,
          this is in accordance with the American Generally Accepted  Accounting
          Principle. For each period cover, the increase of net sales are mainly
          due to sales  volume  (not due to an  increase  of  product).  It is a
          result of the Company's expansion of plant facilities.

          k) FINANCIAL EXPENSES

          The total  amount of interest  costs  incurred  and charged to expense
          during the periods,  which excludes the amount of interest cost,  been
          capitalized  as fixed assets,  (i.e.  interest  expenses  necessary to
          bring the assets to the  condition  and  location for its intended use
          during  the  periods,  which  has  future  value are  capitalized  and
          depreciated over the useful life of such fixed assets) are as follows:

<TABLE>
<CAPTION>
                         February 29, 2000   February 28, 1999   February 28, 1998
                         ------------------  ------------------  ------------------
<S>                      <C>                 <C>                 <C>
-  Interest Expense      $          136,231  $          408,740  $           54,192
-  Interest capitalized  $          450,230  $          204,223  $           71,466
</TABLE>

          l) INCOME TAX


          The Company  and its  subsidiaries  are subject to income  taxes on an
          entity   basis  on  income   arising  in  or  derived   from  the  tax
          jurisdictions in which they operate.  The current provision for income
          tax is provided at the  applicable  tax rates in  accordance  with the
          relevant  income  tax laws and tax  credits  when  applicable,  may be
          applied.


                                       27
<PAGE>
          #11 Normally, the Company's PRC subsidiary is subject to income tax at
          a rate of 33% (30% national  income tax and 3% local income tax).  The
          Company  registered  as a Sino-  Hong Kong joint  venture  in PRC,  is
          entitled  to a special  tax  exemption  for its entire  profits in the
          first two years of  profitable  operations  incurred in 1997 and 1998.
          Therefore, no PRC tax liability was recorded in 1997 and 1998. The PRC
          tax laws  stipulate  that the  joint  venture  subsidiary  entitles  a
          special  50% reduced tax rate on 33% normal tax of 16.5% on the income
          for the following  three years,  starting 1999 to 2001.  Currently,  a
          provision of tax in the amount of $1,075,740 was made  conservatively,
          for the PRC  subsidiary  income tax  liabilities.  The  management  is
          confident that the conservative  approach on the tax provision is able
          to cover its  interim  tax  liabilities.  The  difference  between the
          actual tax  liabilities  and the tax provision made during the interim
          year will be adjusted at the year end when a detail tax analysis is to
          be made, to properly  reflect the actual  liabilities  incurred at the
          year end.


          The Company  accounts for income taxes under the Financial  Accounting
          Standards Board of Financial  Accounting Standard No, 109, "Accounting
          for  Income  Taxes".  Under the  Statements,  deferred  tax assets and
          liabilities   are   recognized   for  the  future   tax   consequences
          attributable to difference  between the financial  statement  carrying
          amounts of existing assets and  liabilities  and their  respective tax
          basis.  Deferred tax assets and liabilities are measured at an enacted
          rate to recovered or settled. As of February 29, 2000, the Company has
          no deferred tax assets or  liabilities  in the U.S. as the Company has
          not  generated  any income in the U.S.,  nor in its PRC  subsidiary as
          there were no  significant  difference  between the tax and  financial
          statement  basis of assets and liabilities in the PRC.  Therefore,  no
          disclosure is needed.

          The Company's (100%)wholly owned subsidiary located in the PRC has not
          repatriated any profit nor distributed  earnings to the Company in the
          US since its incorporation in October,  1998. Since there is no profit
          incurred in the United States,  nor income  received from its overseas
          subsidiary  as defined  under  Section  951 of  Subpart  F,  Income of
          Controlled Foreign Corporation.  Therefore, the profits are recognized
          for the  accounting  purposes,  while  profits  are  deferred  and not
          recognized  for the US tax purposes,  the  difference is permanent and
          may not be revised.

          The Company has filed its US Corporate tax return timely.  The Company
          management believes that the Company may not have U.S. tax liabilities
          at the present  time.  However,  when profit is incurred in the United
          States or income  received from its overseas  subsidiary,  the Company
          may be subject to U.S. taxes.  Consequently a U.S. tax provision is to
          be made.

          The reconciliation of the United States federal income tax rate to the
          effective income tax based on income before income taxes stated in the
          consolidated statements of operations as follows.

                                        Periods  Ended  February  29
                                        ----------------------------
                                             1998  1999  2000
                                             ----  ----  -----
United States federal income tax rate           0     0     0
Effect of tax rate in foreign jurisdictions     0     0  16.5%
                                             ----  ----  -----
Effective income tax rate                       0     0  16.5%
                                             ====  ====  =====


                                       28
<PAGE>
Provision  for  income  taxes  comprised:


                 Periods  Ended  February  29
                 ----------------------------
                    1998   1999      2000
                    -----  -----  ----------
PRC taxes           $   0  $   0  $1,075,740
U.S. federal taxes      0      0           0
                    -----  -----  ----------
Total               $   0  $   0  $1,075,740
                    =====  =====  ==========

          There are no changes  in tax laws or rates as of  February  29,  2000.
          Therefore, no disclosure on changes in tax laws or rates is needed.

          m) USE OF ESTIMATES

          The  preparation  of  the  financial  statements  in  conformity  with
          generally accepted  accounting  principles requires management to make
          necessary estimates and assumptions.  The management believes that the
          estimates  used in preparing the financial  statements  are reasonable
          and accurate to properly  reflect the  operations  of the Company.  In
          addition,  the  estimates  used are not  subject  to near term risk of
          change, if any.



          n) #7 COMPREHENSIVE INCOME - FOREIGN CURRENCY TRANSACTION

          In accordance with SFAS No.130 - Reporting  Comprehensive  Income,  an
          entity  issuing a full set of  financial  statements  must  prepare an
          income statement using a comprehensive income approach.  Comprehensive
          income is the  increase  or  decrease  in  equity of an entity  for an
          accounting period from all sources other than from owners. If gains or
          losses incurred from the translation of foreign currency exchange, the
          gains or losses is to be recorded under other comprehensive  income on
          the  statement of  operations.  (Refer to Note 2 i - Foreign  Currency
          Translations ).


3)     SEGMENTED  GEOGRAPHIC  SALES
       ----------------------------

Presently, a 100% of sales is generated from its Chinese subsidiary and no sales
is  made  by  the  Company  in  the  United  States  (See  Note  2j).

During  the  third  quarter  ended  February,  2000, sales to 10 major customers
accounted  for  over  approximate  60% of the Company's sales.  However, none of
these individual customer purchases over 10% of the Company's sales.  The dollar
value  of  sales to these customers is expected to maintain or increase steadily
over  the  next  several  years  due  to  the  fact that the Company is the only
privately  owned  alloy  manufacturer  in  the  PRC,  which  can produce certain
products  to  meet  the technical specifications and quality requirements of its
customers.  The  management  indicated  that  it  will continue to provide alloy
products  to  meet  the  demands  of  its  customers.

4)     BANK  LOANS
       -----------

As  a  result  of  a  major  expansion  of  the  Company's  factory building and
manufacturing  facilities, loans from banks were secured as a way to finance the
expansion.  The  outstanding  loan balance amounted to US$12,994,661,  being the
portion  repayable  within one year, is reflected under the Current Liabilities.
The  remaining  loan  balance  of  US$12,501,205  is  shown  under the Long Term
Liabilities.  Details  of  the  terms  of  bank  loans:


                                       29
<PAGE>
<TABLE>
<CAPTION>
===========  ==========  ================  ==========================  ===========  ==========  ==========
Principle    Denominate      Interest               Name of             Maturity
             Currency          Rate                  Banks                Date      Collateral    Nature
-----------  ----------  ----------------  --------------------------  -----------  ----------  ----------
<C>          <S>         <C>               <C>                         <C>          <C>         <C>
$    58,489    RMB       0.5115%  monthly  Bank of Communications      April, 2000  No          Short Term
$   706,831    RMB        0.5445% monthly  Shenyang Corporation Bank   April, 2000  No          Short Term
$ 3,313,253    RMB        0.536%  monthly  Shenyang Credit Bank        April, 2000  No          Short Term
$   498,717    USD       Libor plus        Bank of Communications      May, 2000    No          Short Term
$ 2,176,528    RMB        0.5625% monthly  Shenyang Credit Bank        May, 2000    No          Short Term
$ 3,253,012    RMB        0.702%  monthly  Agricultural Bank of China  May, 2000    No          Short Term
$ 2,987,831    RMB        0.792%  monthly  Construction Bank of China  May, 2000    No          Short Term
$12,501,205    RMB        1.035%  monthly  Shenyang Credit Bank        April, 2001  Yes         Long Term
===========  ==========  ================  ==========================  ===========  ==========  ==========
</TABLE>

All  bank  loans  are  charged with a fixed interest rate, except the US$498,717
loan,  which  is charged with a "LIBOR plus" floating interest rate.  Bank loans
are  subject  to  potential  credit  risk.  The  management  expects  continuing
availability  of  these  short-  term  funds  in  the  future. It is the general
practice  of  the  banking institutes in the PRC  to grant loans on a short term
basis. The short term loans will be renewed at the end of the maturity date. The
long  term  loan  was  secured  by  an affiliated company, which Mr. Edward LIU,
chairman  of  the  Company,  has  a  controlling  interest.

5)     STOCK  AND  SHAREHOLDERS
       ------------------------

The  Company  has 50,000,000 shares of authorized common stock with par value of
US$0.001  per  share.  No preferred stock is authorized and outstanding.  During
the  second  quarter  of  1998, the outstanding common shares of 12,500,000 were
reduced  to  4,166,667  common  shares.

The  Company's  shares are listed and traded on the OTC "BB"  (or NASDAQ), under
the  symbol  "SFLW" on and about October 5, 1998. Signature Stock Transfer, Inc.
in  Dallas,  Texas,  serves  as  transfer  agent and registrar for the Company's
common  stock.  During  the  forth  quarter  of  the  1998,  approximate 378,500
additional  common  shares  were  authorized  to issue to the public in order to
raise  US$1million.  The  Company  also  entered  into  a 3 year contract with a
director (non-executive), in which 10,000 shares and small amount of options are
awarded  each  year  (see  Note  1).  As  a  result,  the  total  common  shares
outstanding  is  approximate  4,555,166  shares.

Principal shareholding of the Company after the US$1 million fund raising, is as
follows:

<TABLE>
<CAPTION>
Name                     Title            Shares    Percentage
                         Owned            Owned
-----------------  --------------------  ---------  -----------
<S>                <C>                   <C>        <C>

Edward LIU         Chairman/Secretary    2,200,000      48.387%
Paul MENG          Director/President      240,000       5.279%
Witty LIU          Director                240,000       5.279%
Joy King ZHANG     Director                120,000       2.639%
Virginia TONG      Director                 80,000       1.760%
Christina ZHANG    Director                 80,000       1.760%
Nathan GOLDENTHAL  Director                    333       0.007%

Total officers and directors as a group  2,960,333       65.11%
</TABLE>


6)     PAID-IN-CAPITAL
       ---------------


                                       30
<PAGE>
Referred  to " the Unaudited Consolidated Statements of Changes in Stockholders'
Equity".  The total additional paid in capital of the Company as of February 29,
2000  is US$15,880,594. The amount is in line with the paid in capital amount in
1999  of  US$15,040,964.

7)     COMMITMENT  AND  CONTINGENCIES
       ------------------------------

No  other  material commitments and contingencies other than doing business were
noted  as  of  February  29,  2000.


                                       31
<PAGE>
8)     YEAR  2000  ISSUES
       ------------------

The Company has implemented a Year 2000 (Y2K) program aimed at ensuring that its
Company  systems, applications and equipment will function properly beyond 1999.
As a part of this program, the Company conducted an assessment of  its equipment
and  machinery  during August, 1998.  The Company's machinery do not have timers
or  date  counters  and,  therefore, are not subject to Year 2000 problems.  The
Company  continuously  seeks  to  upgrade  and  improve its computer systems and
software  to  better  service customers and to support its growth.  As a result,
all  of  the Company's computer systems and software have been recently acquired
or  upgraded and the Company believes they are Year 2000 compliant, though there
can  be  no  assurance  in  this  regard.

Because  the  Company  replaced or upgraded its computer systems and software in
conjunction  with its normal business practices, it has not allocated additional
resources  or  attributed  additional costs to Year 2000 compliance. The Company
will  continue to assess and test newly purchased machinery and computer-related
hardware  and  software  to  ensure  such  items  comply  with  Year  2000.


9)     INFLATION
       ---------

Inflation  has  not  had  a  material impact on the Company's business in recent
years.  It is management belief that the inflation will not have material impact
of  the  Company  operations  in  the  near  future.


10)      RELATED  PARTY  TRANSACTIONS
         ----------------------------

The  Company  has  some facilities which are shared by its affiliated companies.
The  financial  effects  of  the  shared  facilities are not material. All other
related  party  transactions  are  reviewed  and  disclosed  when  material,  in
accordance  with  FASB  No.57.


11)     OPERATING  RISKS
        ----------------

The  Company's  main  operations  are  conducted  in  the PRC.  Accordingly, the
business,  financial  conditions  and results on operations may be influenced by
the  political,  economic  and  legal  environment  in  the  PRC.  The Company's
operations  may  be  subjected to special considerations and risks not typically
associated  with  Companies  in  North  America.

The  Company is currently in compliance with applicable environmental protection
regulations  of  the  regulatory  agency.


12)     FOREIGN  CORRUPT  PRACTICES  ACT
        --------------------------------

The  Company is subject to the U.S. Foreign Corrupt Practices Act of 1977, which
generally  prohibits U.S. companies from engaging in bribery or other prohibited
payments  to  foreign  officials  for  the  purpose  of  obtaining  or retaining
business.  Foreign  companies, including some that may compete with the Company,
are  not  subject  to these prohibitions. During the review, no violation of the
Foreign  Corrupt  Practices  Act  by  the  Company  is  noted.


                                       32
<PAGE>
13)     RETIREMENT  PLAN
        ----------------

The  Company's  employees  in  the  PRC  and  the United States are all hired on
contractual  basis,  which Company has no obligations for pension liabilities to
the  employees.  In  addition,  Company  has  not  adopted  post-retirement  or
post-employment  benefit plans. Discussions were made to established a qualified
pension  plan  to  include  all  United  States employees, after meeting certain
requipments  in the plan. However, no final decision was made as of February 29,
2000.


14)     SHORTAGE  OF  LABOR
        -------------------

The  Company  does  not  experience  any labor shortage or labor disputes in the
past.  It  is  expected  that  labor resources are abundant to fulfill company's
manufacturing  and  operating  needs.


15)     SHORTAGE  OF  SUPPLIES  /  COPPER  PRICES  FLUCTUATION
        ------------------------------------------------------

The  Company  purchases  raw  materials  and  supplies  from various sources and
suppliers  (e.g.  used  coppers,  copper  ingots,  other  non-ferrous metals) to
manufacture  its  products.  The Company does not experience any shortage of raw
materials and supplies. It is expected that under a normal business environment,
there  is  no  shortage  of  raw  material  and  supplies  in  the  near future.

The  Company  purchases  copper  raw  materials  and  processes them to finished
products. The prices of copper raw materials may fluctuate from time to time. It
has been low for the past few years, but prices may rise, resulting in increased
material  prices  for  operations.


16)     RELIANCE  ON  KEY  PERSONNEL
        ----------------------------

Despite  that most of the key personnel and employees have been with the Company
for  over  four  (4)  years,  the  operation  of the Company is dependent on the
services  of its top ranking officers and employees.  The possible loss of their
services  or  the  inability to attract qualified personnel will have a material
adverse  effect  on  the Company.  The Company indicated that it will be able to
retain  or attract qualified personnel in the future to maintain its operations.


17)     ACCOUNTING  FOR  STOCK  OPTIONS
        -------------------------------

In October 1995, the FASB issued Statement of Financial Accounting Standards No.
123  "Accounting  for Stock Based Compensation" (FASB No.123), which established
the "fair value" method of accounting for stock based compensation arrangements.
The  Company  has  adopted  a Stock Option Plan to its director (non-executive).
The  amount  involved  is not material, taking the total shares outstanding as a
whole  (see Note 1).   The Board of Directors intends to adopt more stock option
plans  in  the  future  to  reward  its  management,  directors and employees of
exceptional  contributions  to  the  Company.


                                       33
<PAGE>
18)     IMPACT  OF  RECENTLY  ISSUED  ACCOUNTING  STANDARDS
        ---------------------------------------------------

Statement  of  Financial Accounting Standards No.133 - Accounting for Derivative
Instruments  and  Hedging  Activities  (FASB  No.133) was recently issued.  FASB
No.133  established  accounting and reporting standards for derivative financial
instruments  and  for hedging activities.  The Company does not currently engage
in  any  activities  that  would  be  covered  by  FASB  No.133.


                                       34
<PAGE>
                             CONSENT OF INDEPENDENT
                           CERTIFIED PUBLIC ACCOUNTANT


SunFlower  (USA),  Ltd.
Tukwila,  Washington

We  hereby  consent  to the incorporation by reference of our audit report dated
August  2,1999  relating  to  the  consolidated financial statement of SunFlower
(USA),  Ltd. appearing in the Company's Annual Report on Form 10-SB for the year
ended  May  31,1999.  We  also  consent to the reference to us under the caption
"Experts"  in  your  financial  statements.  In  addition,  we  consent  to  the
incorporation of our review reports dated November 18, 1999, January 3, 2000 and
April 24 relating to the first, second and third quarter financial statements of
your  company  in  the  content  of  Form  10-SB12(G)/A.




                                         /s/  Dickson  V.  Lee,  CPAs,  L.L.C.
                                         -------------------------------------
                                         Dickson  V.  Lee,  CPAs,  L.L.C.

New  York,  New  York
April  28,  2000


                                       35
<PAGE>
ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

The  statements contained in this quarterly report on Form 10-QSB concerning the
Company's  business  outlook  or  future  economic  performance;  anticipated
profitability,  billings, commissions and expenses or other financial items; and
statements  concerning  assumptions  made or exceptions as to any future events,
conditions, performance or other matter are "forward-looking statements" as that
term  is  defined  under the Federal Securities Laws. Forward-looking statements
are  subject to risks, uncertainties and other factors, which would cause actual
results  to  differ materially from those stated in such statements. Such risks,
uncertainties  and  other  factors  include,  but  are  not  limited to, (i) the
uncertain  acceptance  of  the Company's products in the United States, (ii) the
uncertain  result  of  the  Company's  merger  of  a  US company to its vertical
integration  strategy, (iii) that the Company has expanded and grown rapidly and
there  can  be  no  assurance  that the Company will continue to be able to grow
profitably  or  manage  its  growth,  (iv)  risks associated with the political,
economic  situation  in  PRC  and  the  currency  exchange rates between the PRC
currency  (RMB)  and  US  Dollars,  (v)  competition,  (vi)  the Company lack of
experience in doing business in the United States, (vii) the loss of services of
key  executives,  individuals  could  have  a  material  adverse  effect  on the
Company's  business, financial condition or operating results, (viii) litigation
and  labor  disputes  because  of operations and /or transactions in both US and
overseas  and  (ix)  possible  tax  exposures,  as the Company may be subject to
various  taxes  from  more  than  one tax authorities and (x) the control of the
Company  by  Edward  Liu,  Chairman  &  CEO.

RESULTS  OF  OPERATIONS

The  following tables set forth selected operational data for the periods of: 1)
fiscal  year ended May 31, 1999 and 1998 and 2) the accumulative amounts for the
most  recent three quarters (nine months) of the Company operations, which ended
on  February  29,  2000  and  1999.


1)     FOR  THE  TWELVE  MONTH  OPERATIONAL  RESULTS:
       ---------------------------------------------

<TABLE>
<CAPTION>
                              FISCAL YEAR    ENDED MAY 31           INCREASED IN
                                 1999            1998           AMOUNT      PERCENTAGE
                             -------------  --------------  --------------  -----------
<S>                          <C>            <C>             <C>             <C>

Net Sales                    $ 18,238,345   $  15,889,587   $   2,348,758        14.78%
Cost of goods sold             14,393,203      13,188,836       1,204,367         9.13%
Gross profit                    3,845,142       2,700,751       1,144,391        42.37%
Selling Expenses                  146,590         180,155         (33,565)     (18.63%)
General & Administration          745,598         402,456         343,142        85.26%
Other income (expenses)           791,654        (300,319)      1,091,973       363.60%
Provision for income taxes        627,292               0         627,292           --
                             -------------  --------------  --------------  -----------
Net income                   $  3,117,316   $   1,817,821   $   1,299,495        71.49%
Other Comprehensive
 Income - Foreign Currency
 Translation Gain/(Loss)           (2,937)         40,461         (43,398)    (107.26%)
                             -------------  --------------  --------------  -----------
Comprehensive Income         $  3,114,379   $   1,858,282   $   1,256,097        67.59%
</TABLE>


DIVIDENDS

Since  inception, the Company has not paid or declared any cash dividends on its
common  stock. The Company's Board of Directors currently does not plan to issue
a  cash dividend.  However, the Company may consider distributing profit through
cash  dividends,  when  the  financial  situations  justify  such  a  practice.


                                       36
<PAGE>
NET  SALES

The  Company's  net  sales  for  fiscal year of 1999 increased by $2,348,758 (or
14.78%)  to  $18,238,345 from $15,889,587 for fiscal year of 1998.  The increase
of  net  sales was due to sales volume, not due to an increase of product price.
The  increase  was  primarily  due to continuing high customer acceptance of the
products,  effective  sales  effort, supported by the expansion of manufacturing
capacity  and continuing economic growth in the PRC.  It is to be noted that all
of  the sales were made in the PRC and no sales was incurred in the US.  Despite
that  it  is  the  Company's intent to establish marketing presence and sales in
America.

COST  OF  GOODS  SOLD

The  Company's cost of goods sold for the fiscal year of 1999 was $14,393,203 an
increase  of  $1,204,367, or approximately 9% from $13,188,836 for 1998.  Such a
9%  increase  is  line  with  the (14.78%) higher sales volume recorded in 1999.

GROSS  MARGIN

Due  to  increase  of  sales and manufacturing efficiency arising through larger
value  of  sales,  the  gross  margin  improved from 17% of 1998 to 21% of 1999.

SELLING  EXPENSES

The  Company's  selling  expenses  totaled  $146,590 in 1999, which represents a
decrease of $33,565 (or approximately 18.63%) from 182,155 in 1998. The decrease
of  cost  was  primarily  a result of continuing strong demand for the Company's
high  quality  products  by  its  existing customers. The high acceptance of the
Company's  products  in  the  market  resulted  in a lower marketing and selling
expense  of  the  Company.

GENERAL  &  ADMINISTRATIVE  EXPENSES

The  Company's  general and administrative expenses totaled $745,598 in 1999, an
increase  of  $343,142  or  approximately 85%. The increase was primarily due to
expansion  of  its  operations  in  both  US  and  its subsidiary in PRC and the
NASDAQ-BB  listing  related  expenses.

OTHER  INCOME  /EXPENSES

Due  to  the  price  of copper raw materials, the Company leveraged on the price
fluctuations and sold some of its copper raw materials (e.g., copper ingots) and
realized  a  profit  of  $842,922  (i.e.  with  sale  of  $1,873,172 and cost of
$1,030,250)  during  the  current  year. This income is recorded under the other
expenses account together with various small expenses.  While in the past years,
no  such  sales  activities were incurred.  The Company management believes that
the  activity is not its main business of operation and is infrequent in nature.
However, it may continue, if practical, to maximize the Company's profitability.


                                       37
<PAGE>
THE  EFFECTS  OF  METAL  PRICES  (  I.E.,  COPPER  RAW  MATERIALS)

The  Company  purchases  copper  raw materials (such as ingots) and manufactures
them  to  finished products (such as pipes).  The prices of copper raw materials
may  fluctuate  from  time  to time. It has been low for the past few years, but
prices  may  rise,  resulting  in  increased  material  prices  for  operations.

PROVISION  FOR  INCOME  TAXES

The  tax  provision  of  $1,250,051 (or approximately 33%) was made for the 1999
income before tax of $3,731,073 for its subsidiary's profit incurred in the PRC.
While  in  1998  and  1997, no such a tax provision was made, as the Company was
entitled  to  a tax exemption status in accordance with the PRC income tax rules
and  regulations. During the fiscal year of 1999, Management took a conservative
approach  and  recorded  the 1999 income tax expenses to discharge its potential
tax  liabilities in the PRC. At the year end, the Company reduced its overstated
tax  liability  and  adjusted  the  tax  provision to $627,292 as the subsidiary
entilites  a  50%  reduced  tax  rate  (See  Note  2m; Income tax to the audited
financial  statements.  No  U.S.  income  tax  liability provision is made a the
present  time,  since  the  Company  has not incurred operational profit nor has
income repatriated from its overseas subsidiary as defined under the Section 951
of Subpart F, Income of Controlled Foreign Corporation. However, when the profit
is  made  in  the  U.S.  or  an  income  distribution is repatriated, a U.S. tax
provision  is  to  be  made.

NET  INCOME

The  after  tax net income increased 71% (or $1,299,485) from $1,817,821 in 1998
to  $3,117,316  in 1999, despite the additional income tax provision of $627,292
made  in 1999.  The increase of net income reflects the strong growth and profit
of  the  Company.

COMPREHENSIVE  INCOME

The  1999  current  (net) comprehensive income increased by 67% to $3,114,379 of
1999 from $1,858,282 of 1998.  The increase was in line with the 71% increase of
net  income  of  1999, with some immaterial foreign currency translation loss in
the  current  year.

EARNINGS  PER  SHARE

Earnings per share computations were made for the twelve (12) months fiscal year
ended  on  May  31,  1999. The calculation of the basic and diluted earnings per
share  for  the  twelve  (12)  months  fiscal  year  is  as  follow:

<TABLE>
<CAPTION>
                                                            YEAR ENDED MAY 31
                                                         -----------------------
                                                           1999        1998
<S>                                                     <C>         <C>
EARNINGS
Profit attribute to shareholders for the purpose of
  basic and diluted earning per share (for 12 months)   $3,114,379  $ 1,858,282

NUMBER OF SHARES
Weighted Average number of common shares                 4,166,667   12,500,000
Effect of diluted potential common shares
       Share option                                              0            0
       Warrants                                                  0            0
Weighted Average number of common shares
  for the purpose of diluted earnings per share          4,166,667   12,500,000
</TABLE>


                                       38
<PAGE>
2)   ACCUMULATIVE RESULTS FOR THE FIRST THREE QUARTERS (NINE MONTHS) OPERATIONS
     --------------------------------------------------------------------------
     Accumulative results for the first three quarters operations ended February
     29, 2000  and  1999  are  as  follows:

<TABLE>
<CAPTION>
                                       THREE QUARTERS ENDED              INCREASED IN
                                            FEBRUARY 29
                                     2000                1999         AMOUNT     PERCENTAGE
--------------------------------------------------------------------------------------------
<S>                          <C>                    <C>             <C>          <C>
Sales                        $          20,405,787  $  14,598,700   $5,807,087           40%
Cost of goods sold                      14,936,573     10,708,725    4,227,848           39%
Gross profit                             5,469,214      3,889,975    1,579,239           40%
Selling Expenses                            82,168         93,675       11,507           12%
General & Administration                   890,178        510,953      379,225           74%
Other expenses                             407,275        532,167     (124,892)          23%
Provision for income taxes               1,075,740              -            -            -
                             ---------------------  --------------  -----------  -----------
Net income                               2,925,027      2,753,180      171,847            6%
#7 Other Comprehensive
Income- Foreign Currency
Translation Gain/ (Loss)                    73,707       (140,186)     213,893          150%
                             ---------------------  --------------  -----------  -----------
Comprehensive income                     2,998,734      2,612,994      385,743           15%
</TABLE>

SALES

The  Company's net sales for the first three quarters ended February 29, 2000 is
increased  $5,807,087  or 40% from $14,598,700 for 1999 to $20,405,787 for 2000.
The  increase  of  net  sales was due to sales volume, not due to an increase of
product  price.  The  increase  was  primarily  due  to continuing high customer
acceptance of the products, supported by the expanding manufacturing capacity in
the  PRC.  The  expansion  is shown on the balance sheet, as the Company's fixed
asset,  including  property,  plant  and equipment, has been increased from $3.7
million  in  February 29, 1999 to $27.7 million in the same period in year 2000.
It  is  to  be noted that all of the sales were made in the PRC and no sales was
incurred  in  the  US,  it  is the Company's intent to establish a marketing and
sales  presence  in  America.

COST  OF  GOODS  SOLD

The Company's cost of goods sold for the first three quarters ended February 29,
2000  was  $14,936,573,  an  increase  of  $4,227,848, or approximately 39% from
$10,708,725 for1999.  Such an increase reflects the higher sales volume (i.e. an
increase  of  40%) recorded in the first three quarters ended February 29, 2000.

SELLING  EXPENSES


                                       39
<PAGE>
The  Company's  selling  expenses  totaled  $82,168 for the first three quarters
ended  February  29,  2000,  which represents a decrease of $11,507, or 12% from
$93,675  for  the same period of 1999.  The decrease was primarily the result of
continuing  strong customer demand for the Company's high quality products.  The
high acceptance of the Company's product in the market resulted in lower selling
expenses  of  the  Company.

GENERAL  &  ADMINISTRATIVE  EXPENSES

The Company's general and administrative expenses totaled $890,178 for the first
three quarters ended February 29, 2000, an increase of $379,225 or approximately
74%.  The  expense  increase  was due to startup expenses for the U.S. expansion
and  the  NASDAQ-BB  listing  related  expenses.

OTHER  EXPENSES

The Company's other expenses totaled $407,275 for the first three quarters ended
February  29,  2000, a decrease of $124,892 or approximately 23%. Other expenses
are  mainly composed of financial expenses and other miscellaneous expenses. The
decrease was mainly due to the decrease of interest cost incurred for loans from
banks.  As  the  expansion  of manufacturing facilities approach its completion,
some  contraction  related  interest  expenses  were  capitalized  as  assets.

PROVISION  FOR  INCOME  TAXES

The Company made an income tax provision for its subsidiary's profit incurred in
the  PRC  in  the  current  year.  The  temporary  PRC  income  tax provision of
$1,075,740  was made for the first three quarters ended February 29, 2000 on the
income  before  tax of $4,000,767. While in the past no such a tax provision was
made in the interim financial reports for the PRC operations, as the Company was
entitled  to  a tax exemption status in accordance with the PRC income tax rules
in  fiscal  year  of  1999.  Management believes that an income tax provision of
$1,075,740  in  the interim periods is sufficient to discharge its potential tax
liabilities  in  the  PRC.  No income tax provision was made in the U.S., as the
Company has not made any profit in the American operation, or received an income
from  its  overseas subsidiary as defined under Section 951 of Subpart F, Income
of  Controlled  Foreign  Corporation,  as  of February 29, 2000. when and if the
profit  is generated in the U.S., a tax provision will be made to cover the U.S.
federal  tax  liabilities.

NET  INCOME

The  first three quarters net income after tax is about the same in both periods
for  2000  and  1999, with a small increase in the current period ended February
29,  2000.  Since  in the current year an income tax provision of $1,075,740 was
made  to cover tax liabilities, while no such provision was adopted in the prior
year.  Had  no  such  tax expenses been made in the current year, its net income
would have increased at a 45% (or to $1,247,587) in the current year as compared
to  the  prior  year. This increase is in line of the sales increase percentage.

The  continuing  increase  of  sales volume and customer demands of its products
lead  to  the  Company's  profitable  operational  results.


                                       40
<PAGE>
EARNINGS  PER  SHARE

Earnings  per  share  computations were made for the nine (9) months fiscal year
ended  on  February  29, 2000. The calculation of the basic and diluted earnings
per  share  for  the  nine  (9)  months  fiscal  year  is  as  follow:

<TABLE>
<CAPTION>
                                                       NINE  MONTHS  ENDED
                                                       -------------------
                                                           FEBRUARY  29
                                                         2000        1999
<S>                                                   <C>         <C>

EARNINGS
Profit attribute to shareholders for the purpose of
  basic and diluted earning per share (for 6 months)  $2,998,734  $ 2,612,994


NUMBER OF SHARES
Weighted average number of common shares               4,555,166   12,500,000
Effect of diluted potential common shares
       Share option                                            0            0
       Warrants                                                0            0
Weighted average number of common shares
  for the purpose of diluted earnings per share        4,555,166   12,500,000
EARNINGS PER SHARE
  Basic (for 9 months)                                $     0.66  $      0.21
  Diluted (for 9 months)                              $     0.66  $      0.21
</TABLE>

LIQUIDITY  AND  CAPITAL  RESOURCES

The Company has been profitable for its operations for the past three years.  It
is expected that the Company's net income after tax will reach over US$3 million
in the current year, ended May 31, 2000.  Historically, the Company financed its
operations  through a combination of cash generated from the operations and bank
financings.

As  the  company  expanded  its  factory  facilities in 1998 and 1999, financial
resources  were  utilized  for  the  support  of the expansion. As the expansion
approaches  its  completion  in  1999,  the  investment  activities  on  the
manufacturing  facilities  were gradually reduced. For the fiscal year ended May
31,  1999,  the  Company's  operating  activities provided cash in the amount of
$3,114,379  as  its  source of fund. While the nine months period ended February
29,  2000,  its operating activities provided cash in the amount of  $2,998,734.
In  addition,  the  Company's  changes  in  the financial positions of operating
assets  and  liabilities  provided additional cash of  $4,447,381 for the fiscal
year  ended  May 31, 1999 as an additional source of cash for the expansion. The
nine  months  period  ended  on  February 29, 2000, the Company's changes in its
financial  positions  of operating assets such as absorbed cash in the amount of
$1,650,490.  During  the fiscal year ended May 31, 1999, the Company's investing
activities absorbed  $10,288,285 of cash. While for the nine months period ended
on  February  29,  2000,  the  Company's  investing  activities  was  reduced to
$7,648,060.  During  the fiscal year ended May 31, 1999, the Company's financing
activities  provided  cash  in  the amount of $5,948,319. The nine months period
ended  on February 29, 2000, the Company's financial activities provided cash in
the  amount  of  $8,821,435. As a result of the above, the Company resulted in a
net  in-flow  of  $107,415 in the fiscal year ended May 31, 1999.  While the net
cash  in-flow  as  of  the  third  quarter  ended February 29, 2000 increased to
$2,823,865


                                       41
<PAGE>
For  a  major  expansion  of  the  Company's  factory building and manufacturing
facilities  in  1999,  loans  from  banks  were  secured as a way to finance the
expansion.  As  of  May 31, 1999 total bank loans reached $17,514,449. Of which,
the  outstanding  bank  loan  balance  amounted to $4,952,705, being the portion
repayable  within  one  year,  is  reflected under the Current Liabilities.  The
remaining  loan balance of $12,561,744 is shown under the Long Term Liabilities.
Bank  loans  are  normally  subject  to  credit  risk.  However,  the  Company's
management  believes the continuing availability of short-term bank funds in the
future. It is a general practice of the banking institutes in PRC to grant loans
on  a  one-year  basis. The short-term loans will be renewed at a maturity date,
after  a  bank  application  is  made.

The  Company  had  a major expansion in its Chinese subsidiary in 1998 and 1999.
The  expansion has been completed, except for some minor finishing touches.  The
estimated amount to be spent on capital expenditures during the next fiscal year
is  minimal,  approximately US$0.9 million.   The following schedule details for
the  estimated  quarterly  capital  expenditures:

CAPITAL          QTR 1      QTR 2      QTR 3     QTR 4      TOTAL
EXPENDITURES     -----      -----      -----     -----      -----
               $400,000   $300,000   $225,000   $170,000   $995,000

The Company management is expected to make over US$3 million in net profit after
taxes  for  the  current  year,  ended May 31, 2000.  The Company's profits will
finance  its capital expenditure during the next fiscal year, as sales expect to
continue  to  increase  in  the  year  2000  and beyond.  Some sales and profits
increases  have  been  reflected  in the 3rd Quarter  interim  financial  report
which,  ended  February  29, 2000.  Sun Flower's past success has established an
excellent  reputation  with  the banks, which if needed, will provide additional
liquidity  and  capital  resources  to  the  Company.

The Company management believes that it has the ability to generate more profits
in  the  future.  For  the  Company's  funds  ability  in 2000 and its long term
liquidity  position,  Management is confident that fund will be adequate to meet
its operating requirements and its expansion needs.  As discussed in ITEM 9 that
the Company has started it's equity capital raising activities.  The Company may
continue  to  use  its equity financing, operating profit  and debt financing to
expand  its  operations  both  in the U.S. and PRC to meet its growth objective.

The  Company has been making profits for the past three years.  The Company does
not intend to have any major capital expansion in the next 12 months and beyond.
Consequently,  the  Company's  long-term  liquidity  position  will  continue to
improve  beyond  the  next  12  months.  The  Management believes that following
factors will contribute to the improvements of the Company's long-term liquidity
position:

-     Continuing  increase  of net profits.  The Company has been making profits
consistently  in  the past three years. With the expanded manufacturing capacity
already  in  place,  the  Company  will  be  able  to increase its sales, due to
production  capacity  increase, while Cost of Goods Sold will remain constant or
be  slightly  reduced  due  to  production volume efficiency.  Consequently, the
Company  expects  to  generate  more  profits  resulting  in  a better long-term
liquidity  position.


                                       42
<PAGE>
-     The  Company  does not plan to incur any major capital expenditures in the
near  future.  As  a  result, there will be no need to incur any further debt to
finance  such  a  capital  expenditure.

-     The  Company  plans  to  raise  additional equity capital via sales of its
common  shares  in  the  United States, after the Company's successfully listing
with  the American Stock Exchange. An increase of Company equity shares provides
additional  long-term  liquidity.

Other  than the foregoing and the risk factors discussed below, Management knows
no  trends,  demands,  or  uncertainties  that  are  reasonably likely to have a
material  impact  on  the  Company's  liquidity  or  capital  resources.

INFLATION

It  is  believed  that  inflation has not had a material impact on the Company's
business  in  recent  years.  If  severe  inflations incurred in the future, the
Company's  operational  results  and  its  financial  positions may be affected.

IMPACT  OF  RECENTLY  ISSUED  ACCOUNTING  STANDARDS

Statement  of  Financial  Accounting  Standards  133 - Accounting for Derivative
Instruments  and  Hedging Activities (SFAS No.133) was recently issued. SFAS No.
133  established  accounting  and  reporting  standards for derivative financial
instruments  and  for hedging activities.  The Company does not currently engage
in  any  activities  that  would  be  covered  by  SFAS  No.133.

YEAR  2000  COMPLIANCE

The Company has implemented a Year 2000 (Y2K) program aimed at ensuring that its
Company  systems, applications and equipment will function properly beyond 1999.
As  a part of this program, the Company conducted an assessment of its equipment
and  machinery  during  August  of  1998.  The Company's machinery does not have
timers  or date counters; therefore, are not subject to Year 2000 problems.  The
Company  continuously  seeks  to  upgrade  and  improve its computer systems and
software to better service customers and to support its growth. As a result, all
of  the  Company's  computer systems and software have been recently acquired or
upgraded and the Company believes they are Year 2000 compliant, though there can
be  no  assurance  in  this  regard.

Because  the  Company  replaced or upgraded its computer systems and software in
conjunction  with its normal business practices, it has not allocated additional
resources  or  attributed  additional  costs  to  the Year 2000 compliance.  The
Company  will  continue  to  assess  and  test  newly  purchased  machinery  and
computer-related  hardware  and  software  to ensure such items comply with Year
2000.

OPERATING  RISKS

The  Company's  main  operations  are  conducted  in  the  PRC. Accordingly, the
business,  financial  conditions  and  operations  may  be  influenced  by  the
political,  economic  and legal environment in the PRC. The Company's operations
maybe  subjected  to  special  considerations and risks not typically associated
with  companies  in  North  America.  The  risk  are  specified  as  follows:


                                       43
<PAGE>
POLITICAL  CONSIDERATIONS

The  Company's  business  may  be  adversely affected by political, economic and
social  uncertainties  in  China. A change in policies by the Chinese government
could adversely affect the Company's interest by, among other things, changes in
laws,  regulations,  or  the  interpretation  thereof,  confiscatory  taxation,
restrictions  on  currency  conversion, imports and sources of suppliers, or the
expropriation  of  private enterprises. Although the Chinese government has been
pursuing  economic  reform  policies for the past ten years, no assurance can be
given  that the Chinese government will continue to pursue such policies or that
such  policies  may  not  be significantly altered, especially in the event of a
change in leadership, social or political disruption or unforeseen circumstances
affecting  China's  political,  economic  and  social  life.

ECONOMIC  CONSIDERATIONS

The  economy  of  China  differs significantly from the United States economy in
such respects as structure, level of development, gross national product, growth
rate,  capital  reinvestment,  resource allocation and self-sufficiency, rate of
inflation and balance of payments position, among others. Since the early 1950s,
the  economy of China has been a planned economy subject to five-year and annual
plans  adopted  by  central  authorities, which set forth production goals. Only
recently  the  Chinese  government  encouraged  substantial  private  economic
activities.  The  Chinese economy has experienced significant growth in the past
five  years,  but  such  growth  has  been  uneven  among various sectors of the
economy.  There  can  be  no guarantee that the government's pursuit of economic
reforms  will  be  consistent or effective.  Action by the central government of
China  could  have a significant adverse effect on economic conditions in China.
Further, much of the economic activity is export driven and, therefore, affected
by  developments  in  the  economies  of  China's  principal  trading  partners.

LEGAL  SYSTEMS

In  December  1982,  the  National  People's  Congress  of  China  amended  the
Constitution  of  China  to  authorize  foreign  investment and to guarantee the
"lawful  rights  and  interest"  of  foreign  investors  in  China.  Despite the
subsequent  activity and progress in developing the legal system, China does not
have  a  comprehensive  system  of  laws.  Enforcement  of  existing laws may be
uncertain  and  sporadic  and  implementation  and  interpretation  thereof
inconsistent. The Chinese judiciary is relatively inexperienced in enforcing the
laws  that exist, leading to a higher than usual degree of uncertainty as to the
outcome  of  any litigation.  Even where adequate law exists in China, it may be
impossible  to  obtain  swift and equitable enforcement of such law or to obtain
enforcement  of  a  judgment  by  a  court  of  another  jurisdiction.

While Chinese law expressly protects the status and rights of Sino-foreign joint
venture  enterprises, including their right to use land during the term of their
respective  joint  venture  contracts, the states reserves the right, in extreme
and  exceptional  circumstances,  to  terminate  the  joint  venture and provide
compensation.  In  such  an  event,  a  joint  venture's right to use land would
terminate and all plant and facilities would revert to the state in exchange for
just  compensation.


                                       44
<PAGE>
GOVERNMENT  CONTROL  OF  CURRENCY  CONVERSION  AND  EXCHANGE  RATE  RISKS

The  Company  receives  its  revenues in the PRC in Renminbi (RMB), which is not
freely  convertible into foreign exchange. However, the Company requires foreign
currency  to fund a portion of its operations. For example, the Company requires
and  expects  to  require  in the future, U.S. dollars to purchase equipment for
expansion  projects and to fund its U.S. executive office. In addition, revenues
will  need  to  be  converted  into United States dollars, Hong Kong dollars and
other  currencies in the amounts needed for the Company to discharge obligations
denominate  in  foreign  currency.  The  PRC Government imposes control over its
foreign currency reserves in part through direct regulation of the conversion of
RMB  into  foreign  exchange  and  through  restriction  on  foreign  imports.
In  general, domestic enterprises operating in the PRC must price and sell their
goods  and  services  in  the  PRC  in  RMB. They are also required with certain
exceptions,  to  sell  all their foreign exchange revenues to designated foreign
exchange  banks  in  the  PRC.  In  addition,  domestic enterprises much provide
satisfactory  evidence  of their need for foreign currency before converting RMB
to  foreign  currency  through  designated  foreign  exchange  banks.  However,
according  to regulations, which took effect on July 1, 1996, foreign investment
enterprises  may be able to access foreign exchange from both designated foreign
exchange banks and swap center, provided that such foreign exchange will be used
for  current  account  transactions.

Prior  to January 1, 1994, there was significant volatility in the exchange rate
of  RMB  to  U.S. dollars Although the RMB to U.S. dollar exchange rate has been
relatively  stable  since  January 1, 1994 and the PRC government has stated its
intention  to intervene in the future to support the value of the RMB, there can
be  no  assurance  that  exchange will not again become volatile or that the RMB
will  not  devalue  significantly  against  the  U.S.  dollar.  Exchange  rate
fluctuations  may  adversely  affect  the  Company's  financial  performance and
ability  to  meet  its  obligations  because  of  its current and future foreign
currency  denominated liabilities and may materially adversely affect the value,
translated  into  U.S.  dollars, of the Company's net fixed assets, earnings and
any  declared  dividends.

The  current  restrictions and uncertainties relating to the currency conversion
system  in  the  PRC  give rise to risks affecting the ability of the Company to
obtain  adequate  foreign  exchange  at  acceptable  rates  to  meet its foreign
exchange  needs.

ENVIRONMENTAL  LIABILITY  EXPOSURE

The  Company's  manufacturing  facilities  are subject to PRC national and local
environmental  protection  regulations  which  currently  impose  fees  for  the
discharge  of  waste  substances, require the payment of fines for pollution and
provide  for  the  closure  by  the PRC Government of any facility that fails to
comply  with  orders  requiring  it  to cease of improve upon certain activities
causing  environmental  damage.  The  company  is  currently  in compliance with
applicable  environmental  protection  regulations.  However,  there  can  be no
assurance  that  the  PRC  national,  provincial,  or local authorities will not
impose  additional  or more stringent regulations which would require additional
expenditure  on  environmental  matters or changes in the Company's processes or
systems.


                                       45
<PAGE>
FOREIGN  CORRUPT  PRACTICES  ACT  OF  1977

The  Company  management is aware that it is subject to the U.S. Foreign Corrupt
Practices  Act of 1977. The Act generally prohibits U.S. companies from engaging
in  bribery or other prohibited payments to foreign officials for the purpose of
obtaining  or  retaining  business.  Foreign  companies, including some that may
compete  with  the  Company,  are  not  subject  to  these  prohibitions.  It is
Directors  and  executive officers best believe that no violation of the Foreign
Corrupt  Practices  Act  by  the  Company  is  incurred.

DEPENDENCE  ON  PRINCIPAL  CUSTOMERS

During  the  fiscal  year ended May 31, 1999 and the latest three quarters ended
February  29,  2000,  sales  to 10 major customers accounted for over 60% of the
Company's  sales.  However,  no single customer represents over 10% of company's
total  sales.  The  dollar  value  of  sales  to  these customers is expected to
increase  steadily  over the next several years due to the fact that the Company
is the only alloy manufacturer in the PRC, which can produce certain products to
meet  the specifications and quality of its customers. The Company believes that
it  maintains  excellent  relationships  with  its customers and provides a high
level  of  customer service.  Upon completion of its expansion, the Company will
be  in  a  position  to  continue  to  meet the demands of its customers and, in
addition  to  supplying its present line of products, will be able to expand its
offering  of  types  of  products.

RELIANCE  ON  KEY  PERSONNEL

Despite  that most of the key personnel and employees have been with the Company
for  over  four  years, the operation of Company is dependent on the services of
its top ranking officers and key employees.  The possible loss of their services
or  the  inability  to  attract qualified personnel will have a material adverse
affect  on the Company. No assurances can be given that the Company will be able
to  continue  to  retain  or  attract  such  qualified  personnel in the future.

ACCOUNTING  FOR  STOCK  OPTIONS

In October 1995, the FASB issued Statement of Financial Accounting Standards no.
123  "Accounting  for Stock Based Compensation" (SFAS123), which established the
"fair value" method of accounting for stock based compensation arrangements. The
company  has  adopted  compensation  package  for  a  recently  appointed  a
(non-executive)  Director; Mr. Daniel Mckinney in September 1999, which includes
a  stock  option  plan.  However,  the  stocks  involved were small and were not
material  to  the  total  stock  available  and  outstanding.  But  the Board of
Directors  may  plan  to  adopt  a stock option plan in the future to reward the
exceptional  contributions  to  the  Company  by  its  management and employees.


                                       46
<PAGE>
                           PART II- OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

The  Company is not currently involved in any litigation and is not aware of any
threatened litigation involving the Company.

ITEM  2.     CHANGES  IN  SECURITIES

THE  TITLE  AND  CLASS  OF  ISSUER'S  SECURITIES

The  Company  has  only  one (1) class of equity securities authorized, which is
50,000,000 shares designated common stock.  The par value of the Issuer's Common
Stock  is  $0.001.  As  of  February  29,  2000,  the  Company has approximately
4,555,166  shares  of  common  stock  outstanding.

REVERSE  STOCK  SPLITS

On March 1, 1999, the Board of Directors of the Company approved a 3 (old)-for-1
(new)  reverse  stock  split  on  its  common stocks of 12,500,000 shares.  As a
result,  it  reduced  the  stock  outstanding  to approximately 4,166,666 common
shares.  The  Board of Directors also approved an issuance of maximum of 400,000
new common shares, described below, to raise one million dollars ($1,000,000) of
equity  capital.  Consequently,  the  Company's  common  shares outstanding were
increased  to  approximate  4,555,166  shares  as  of  February  29,  2000.

ISSUING  NEW  COMMON  STOCK

The  transactions  of  common  stock  of  the Company are summarized as follows:

The  Company  offered  for  sale approximately 390,000 shares of Common Stock to
raise  a maximum of $1,000,000 in 1999. In the deal, two separate offerings were
made:  1) The first offering was for the sale of approximately 210,000 shares at
$2.50  per  share;  and 2) the second offering was for the sale of approximately
180,000  shares  at $2.80 per share. Total fund receipts for these two offerings
are  approximate  $1,000,000.  These offerings were made to non-related parties.
They were in reliance upon and exemption from registration under the federal and
state  securities  laws provided by Regulation D; Rule 504 of the Securities and
Exchange  Commission.  In  the  offerings,  the  net proceeds after deduction of
sales commission, professional fees, are approximately $820,000.  These proceeds
are used to acquire equipment and inventory. Mr. John P Boesel, III, Syndication
Manager,  of  Yee,  Desmond,  Schroder  &  Allen, is the lead broker for the two
offerings.  Company  also  appointed  Mr.  Daniel  Mckinney as a (non-executive)
Director  in  September,  1999.  In  the  agreement, Mr. Mckinney is entitled to
10,000  shares  of  the  Company's common shares each year for a period of three
years.  He  is  also  entitled  to  some  stock purchase options after achieving
specific  objectives.  However,  the shares involved are small and not material.
As  a  result,  the Company has approximately 4,555,166 shares outstanding as of
February  29,  2000.

MARKET  PRICES

The Common Stock of the Company is traded over the counter and quoted on the OTC
Bulletin  Board  under the symbol "SFLW".  The prices presented in the following
table  are  the bid and ask prices which represent prices between broker-dealers
and  do  not  include  retail  mark-ups  or  mark-downs or any commission to the
broker-dealer.  The  prices  do  not  necessarily  reflect  actual transactions.


                                       47
<PAGE>
<TABLE>
<CAPTION>
                         BID               ASK
                         ---               ---
                    HIGH     LOW       HIGH    LOW
<S>                <C>      <C>       <C>     <C>
1998
Oct. 5 - Dec. 31   $2.125   $ 0.25    $3.125  $ 0.25
1999
Jan. 1 - Mar. 31   $ 2.25   $ 0.75    $ 2.25  $ 1.25
Apr. 1 - Jun. 30   $ 2.75   $ 2.25    $ 3.00  $ 2.25
Jul. 1 - Sep. 30   $ 4.00   $ 2.75    $ 4.25  $ 2.875
Oct. 1 - Nov. 30   $ 4.125  $ 3.125   $ 4.75  $ 3.75
Nov. 1 - Dec. 31   $ 4.375  $ 3.00    $ 5.00  $ 3.125
2000
Jan. 1 - Feb. 29   $ 4.375  $ 3.00    $ 5.00  $ 3.25
</TABLE>

The  bid and asking prices of the Common Stocks have been rising steadily and on
February 29, 2000 were approximately $3.75 and $4.25, respectively, as quoted on
the  Bulletin Board under the symbol "SFLW". As of February 29, 2000, there were
approximately  1,051  stockholders  of  the  Common  Stock.

EARNINGS  PER  SHARE

Four  earnings  per  share  computations  were  made  for:
   1.  The  twelve  months  fiscal  year  ended  on  May  31,  1999.
   2.  The  three  months  first  quarter  ended  August  31,  1999.
   3.  The  six  months  period  second  quarter  ended  November  30,  1999.
   4.  The  nine  months  period  third  quarter  ended  February  29,  2000.


                                       48
<PAGE>
1.     The calculation of the basic and diluted earning per share for the twelve
months  fiscal  year  is  based  on  the  following  data:

<TABLE>
<CAPTION>
                                                           YEAR ENDED MAY 31
                                                           1999        1998
                                                        ----------  -----------
<S>                                                     <C>         <C>
EARNINGS
Profit attribute to shareholders for the purpose of
   basic and diluted earning per share (for 12 months)  $3,114,379  $ 1,858,282

NUMBER OF SHARES
Weighted average number of common shares                 4,166,667   12,500,000
Effect of diluted potential common shares
       Share option                                              0            0
       Warrants                                                  0            0
Weighted average number of common shares
  for the purpose of diluted earnings per share          4,166,667   12,500,000

EARNINGS PER SHARE
Basic (for 12 months)                                   $     0.75  $      0.15
Diluted (for 12 months)                                 $     0.75  $      0.15
</TABLE>


2.     The  calculation of the basic and diluted earning per share for the three
months  period  is  based  on  the  following  data:

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                            AUGUST  31
                                                         1999        1998
                                                      ----------  -----------
<S>                                                   <C>         <C>
EARNINGS
Profit attribute to shareholders for the purpose of
  basic and diluted earning per share (for 3 months)  $  713,360  $   856,700

NUMBER OF SHARES
Weighted average number of common shares               4,166,667   12,500,000
Effect of diluted potential common shares
       Share option                                            0            0
       Warrants                                                0            0


                                       49
<PAGE>
Weighted average number of common shares
  for the purpose of diluted earnings per share        4,166,667   12,500,000
EARNINGS PER SHARE
Basic (for 3 months)                                  $     0.17  $      0.07
Diluted (for 3 months)                                $     0.17  $      0.07
</TABLE>


3.     The  calculation  of  the basic and diluted earning per share for the six
months  period  is  based  on  the  following  data:

<TABLE>
<CAPTION>
                                                         SIX MONTHS ENDED
                                                           NOVEMBER 30
                                                         1999        1998
                                                      ----------  -----------
<S>                                                   <C>         <C>
EARNINGS
Profit attribute to shareholders for the purpose of
  basic and diluted earning per share (for 6 months)  $1,964,057  $ 1,791,588

NUMBER OF SHARES
Weighted average number of common shares               4,555,166   12,500,000
Effect of diluted potential common shares
Share option                                                   0            0
Warrants                                                       0            0
Weighted average number of common shares
  for the purpose of diluted earnings per share        4,555,166   12,500,000
EARNINGS PER SHARE
  Basic (for 6 months)                                $     0.43  $      0.15
  Diluted (for 6 months)                              $     0.43  $      0.15
</TABLE>


4.     The  calculation of the basic and diluted earnings per share for the nine
months  period  is  based  on  the  following  data:

<TABLE>
<CAPTION>
                                                        NINE  MONTHS  ENDED
                                                           FEBRUARY  29
                                                         2000        1999
                                                      ----------  -----------
<S>                                                   <C>         <C>
EARNINGS
Profit attribute to shareholders for the purpose of
  basic and diluted earning per share (for 9 months)  $2,998,734  $ 2,612,994


                                       50
<PAGE>
NUMBER OF SHARES
Weighted average number of common shares               4,555,166   12,500,000
Effect of diluted potential common shares
       Share option                                            0            0
       Warrants                                                0            0
Weighted average number of common shares
  for the purpose of diluted earnings per share        4,555,166   12,500,000
EARNINGS PER SHARE
Basic (for 9 months)                                  $     0.66  $      0.22
Diluted (for 9 months)                                $     0.66  $      0.22
</TABLE>


DIVIDENDS

     Since  the  inception,  the  Company  has  not  paid  or  declared any cash
dividends  on  its  Common  Stock.  The  Company's  Board  of Directors does not
currently  plan  to  issue  a  cash dividend.  However, the Company may consider
distributing  profit  through  cash  dividends,  when  the  financial situations
justify  such  a  practice.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

None

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

None

ITEM  5.  OTHER  INFORMATION

None

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

No  Form  8-K  was  filed


                                       51
<PAGE>
                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  Registrant  has duly caused this Report to be singed on its
behalf  by  the  undersigned,  thereunto  duly  authorized

                          SUNFLOWER  (USA),  LTD.

                          By:  /s/  Edward  Ai  Dong  Liu
                               --------------------------
                               Edward  Ai  Dong  Liu
                               Chairman of the Board and Chief Executive Officer
Dated:  April  23,  2000

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  in  the  capacities  and  on  the  dates  indicated.


      SIGNATURE                    TITLE                DATE
-----------------------  -------------------------  -------------

/s/ Edward Liu           Chairman of the Board,     April 21,2000
-----------------------  & Chief Executive Officer
Edward A.D. Liu

/s/ Paul X. B. Meng      President and Director     April 21,2000
-----------------------
Paul X. B. Meng

/s/JoyKing Zhang         Vice President             April 21,2000
-----------------------  &  Director
JoyKing, Zhang Xiao Jun

/s/ Virginia Tong        Vice President             April 21,2000
-----------------------  & Director of Finance
Virginia Z.Q. Tong

/s/ Whitty Liu           Director, Treasury         April 21,2000
-----------------------  & Secretary
Whitty H.D. Liu

/s/ Christina Zhang      Director &                 April 21,2000
-----------------------  VP-Marketing
Christina X.M. Zhang


                                       52
<PAGE>